Fright Night in The Everfree Forest
by shademaster24601
Summary: Princess Luna makes a bet with a diabolical pegasus with a talent in terror. Now it's up to the elements of harmony to make sure he doesn't win, but can they last the night without screaming?
1. Chapter 1

Fright Night in The Everfree Forest

Chapter:1

On a night of pure calm, a night of clear stars and a full moon, things were perfectly fine in Ponyville. Little fillies nestled into their nice cozy beds, shops started to close down, and everypony seemed to be shutting down for the evening. Rainbow Dash didn't make it home, thinking it best to rest her little head on what might just be the only cloud in the sky. Pinkie Pie was easing off a five hour sugar rush, rolling back and forth on a carpet in her little loft, she then tried to set her alarm clock, but was met with a static jolt that knocked her out. Twighlight was getting in some late-night reading, Rarity passed out at her sewing machine, Fluttershy slept peacefully in front of a cozy fire place, and Applejack had just tucked in Applebloom for a good night's rest.

Two ponies, however, were not so ready for bed. Lyra wanted to do something nice for Bon-Bon, so she planned a picnic for two under the stars.

Bon-Bon knew Lyra had the sweetest intentions, but couldn't shake one slight detail. "I still can't believe I let you talk me into going into The Ever Free Forest at night."

Lyra could sense her partner's stress and leaned in close to comfort her. "Don't worry. I checked this path over and over. There's nothing that can hurt us."

The cream colored pony couldn't stop glancing about. "But what if we get ambushed by a manticore, or turned to stone by a cockatrice."

Lyra rolled her eyes, smiled and gave Bon-Bon a reassuring nuzzle. "Don't be such worry wart. There is nothing to be afraid of."

As if on que, there was a crack of thunder and the howl of a wolf. Strange part is that there wasn't so much as a hint of bad weather a minute ago. The two ponies were frightened. They clung to each other and shook with fear.

Lyra figured it was a good idea to change her mind. "New plan, let's go home."

Bon-Bon gave a nod. "Yeah, all of a sudden a quiet night at home with hot chocolate sounds pretty good."

The two ponies turned to rush home, but were shocked by a new discovery. Lyra pointed it out first. "Wait….isn't this the way we came?"

Bon-Bon confirmed her fears. "I don't think that bush was there a second ago."

They were already freaking out, but what happened next was almost traumatizing.

The mysterious bush, concealed in the dark, began to shake, what looked like two horrible clawed arms raised up from the sides, two angry looking eyes peered from just below the top, like two holes that you could use to see straight through the dark to the path behind. Then a mouth, with jagged teeth like something cut out of a paper doll.

The pair was terrified by the shape, as it rose from the ground, threw up it's arms and let out a dreadful roar. "Rrrrraaaaagh!"

Lyra and Bon-Bon screamed at the top of their lungs and ran away from the creature. After 30 seconds of running in a panic, another silhouetted beast dropped in front of them, floating just inches off the ground. Like the first, you could see clear through the features in the face, but this one looked more mirthful than angry.

It let out a ghastly, high pitched cackle, through it's wicked, sharp-toothed grin. "Eeeeheheheheheheheeeehhh!"

The pony couple screamed again ,even louder, then bolted to the left. As they ran they heard another laugh, this one deeper and more sinister. "Ahhhhahahahahahaha!" It didn't take the girls too long, at this new fear induced pace, to run into a new problem. Two ravens shot out of a bush in front of them and attacked. Now the birds made the experience pure terror, grabbing at their manes and their tails, shrieking in their ears, but they never harmed them. The crows did manage to drive the terrified ponies in the direction that would lead them right back to Ponyville. Now we draw our attention to the clouds, or rather cloud.

* * *

><p>Only one cloud in the sky that night, small, but loud enough to cause the earlier thunder clap. On this cloud, watching the two frightened girls run away, was a Pegasus. His coat was black as coal, his mane, if straight, would reach about the center of his neck, but it stood out in many directions, messy and white as snow. His tail was smooth, until the end where it turned messy like his mane. His cutie mark was a smiling skull with bats flying around it.<p>

However if you were looking at him, then you'd notice the grin on his face, as he laughed at the two unfortunate ponies running for their lives. He was laughing. "Mwahahahahahahhh! Oh, oh, that…bahhahahahahehehe! That's too rich." He unfurled his wings and fell back onto his fluffy black noise maker. "_Sigh_ there's nothing better than the sound of a couple of class-A scardy-hooves wandering into my little traps." He got back up and smiled as he dove off the cloud. He retrieved the two _monsters_ from where he had them strung up. They were just something he threw together from tree-branches and leaves from various plants. He flew at a relaxed pace returning home to a tree-house he made in a large tree near the center of the forest.

He was humming something along the lines of "here comes the boogey-man" as he heaped the fake creatures into a corner of his porch. He was in the process of entering when he noticed the dusty plaque on the wall a few steps from the door.

It read "This is the lair of Fearwing Shadowhoof. If you're trespassing, then get ready to scream like you were about to kick it." With a smile our wicked new friend dusted it off with his wing. His home was decorated with items of the macabre. Fancy little talismans that hung from the ceiling to give him good dreams, little statues of various monsters that he bought with whatever money that his victims drop when they run away. The floor was wood, a single bed with black sheets and big fluffy pillows he made himself. On one wall was a book shelf filled with every horror story he could get his hooves on.

While he was admiring his home, he heard a tap at the window. Fearwing couldn't help, but let out a little laugh as his ravens returned from escorting the screaming ponies home. The two birds circled around the room a bit until he opened their cage, gave it a tap, then called to them. "Edgar, Vincent, come on now. We've had our fun, now it's time for you to get some rest." Without hesitation, the birds did as told. Once they were in, Fearwing closed the cage door and draped a little black tarp over it.

With his birds secured for a good nights sleep, our mischevious little friend walked over to the open window and took in a good breath of the night air. Fearwing seemed to be at peace for a moment, but as he gazed at the beautiful dark sky, he noticed something. The faintest splotch of a little extra darkness that seemed to glide across the sky and he could swear it was moving the stars. This signaled that he knew just what it was and was more than happy to see it. He took off into the air as stealthy and as quick as he could.

* * *

><p>The flying object that caught Fearwing's eye was none other than one Princess Luna, performing her nightly task of bringing up the moon and organizing the stars. She was enjoying the night, but couldn't shake the feeling that she heard screams earlier.<p>

Although Luna considered herself pretty unshakable, even she wasn't ready for a crazy wad of moss with wild eyes and insane grin to shoot up in front of her and shout "Ooga booga booga."

Luna let out a shriek of terror and crashed right into the thing, becoming tangled in a mess of vines. She started to fall and her gaze was forced downward. "Oh no no no no no!" She kept falling until she passed through the top of a tree and the vines caught her. She stopped falling just a foot away from the ground. For awhile all she could hear was her own paniced breathing, but then her fear slowly started being replaced by confusion.

There was laughter. Hovering around the trees, making his way toward her in a histerical fit, was Fearwing. "Hahahahaha! Oh oh, you should have seen your face! You were all like, waaaaahhh! And I was all like Woooooohhhhh! Heheheheheheheeee!"

Luna looked at him wide eyed and open mouthed, but then clentched her teeth and glared furiously. "Fearwing! You jerk I could have been killed!"

He flew in close so they were nose to upside down nose. "Awwwwww, come on Luna. Give me some credit. Do really think I would ever let anything bad happen to you?"

She looked into his eyes with an annoyed expression. "You almost gave me a heart attack."

Fearwing landed and gave a little bow. "Why thank you. I mean I really didn't think I was gonna get that up in the air for that intercept, but I gave it the old clown college try and the launch went gloriously."

Luna was unamused. "Can I get down now?"

He grinned and looked at her with a smart-alec raised brow. "What's the magic word?"

She rolled her eyes. "Please?"

He placed a hoof under his chin and pondered for a moment. 'Was that a question, or..."

Luna angrily interupted. "Fearwing!" Our wicked friend started to zip around her at an impossible to track speed and at some point she became untangled and fell flat on her back. "Thanks." she said with a dulled sarcasm.

Fearwing sat down next to her with a look of satisfaction. "You're most welcome."

Luna rolled over and pushed herself off the ground. She spotted a pond ahead and noticing the moss stains that little trap left, she figured she might as well wash up. She walked up to the water with Fearwing cheerfully trotting beside her with a grin that got on her nerves. When Luna reached the water, she leaned in and started washing the green of of her coat. "Why do I put up with you?" She asked her unwanted companion.

Fearwing kept smiling and gladly answered. "Because beside you I'm the only one up at this hour and you enjoy the company, even though you'll never admit it since I scare you silly every chance I get."

The princess for the moon rolled her eyes, but mainly because it annoyed her that he was right. "Could you at least ease up a little? I could really get hurt on one of these crazy contraptions."

He thought for a bit, as she finished washing, pulled up and spun in the air to dry herself off. When she landed on the shore, he strolled right up next to he rand gave her a little nuzzle. "Okay, I'll stop with the big stuff. Although just jumping out and going boo isn't as much fun. I'll do it for you cause your my best friend."

She smiled and gave him an accusing look. "Fearwing, beside the crows, I'm your only friend."

He seemed saddened. "Ow, my pride."

Luna gave a little laugh. "I will admit, that that one just now was a pretty sweet scare. How do you come up with all this weird stuff?"

Fearwing turned so his flank was visible. "Check the cutie mark. Girl, I was born to terrify. I doubt there's a single pony in all of Equestria that I can't scare. I even gave your sister a jolt with that whole 'ghost' in the bedroom window bit."

She couldn't help but giggle. "Hmhmhmhm. That was priceless. You know, she still sleeps with a nightlight on."

He added in. "Ha."

Luna went on. "However, I do believe there are at least six ponies who you won't be able to scare."

Fearwing leaned in for a better listen. "Is that a challenge I here?"

She tried to brag a little. "Well, if you're up for it, then maybe it is."

He rubbed his chin and thought for a moment. "Hmmmm, What do you propose?"

Luna put on a mischivious grin of her own. "Well if you can frighten all, which means you have to make them scream, then...I'll pack up my things and I'll move in with you."

Fearwing was excited. "Really? Awesome! Oh, your gonna love it, I'll add a new addition to the house so you have plenty of room, we'll put in some carpeting, get some indoor plumbing, maybe a puppy..."

The alicorn placed a hoof under his chin to keep him from gabbing. "However, if even one of these ponies isn't terrified by sunrise, then you lose the bet and you have to stop putting the scare on people until I tell you different."

He was less enthusiastic at this. "Oh...will you still come by to visit?"

She draped a wing over him to comfort him. "Of coarse. I care about you too much to let you be miserable and alone."

Fearwing perked up. "Great! It's a deal. Now, exactly who are these brave ponies that you have so much confidence in?"

Luna smiled and answered his question with one of her own. "Tell me Fearwing, have you ever heard of the elements of harmony?"


	2. Chapter 2

Fright Night in The Everfree Forest

Chapter 2

The next morning, things seemed to be going rather pleasantly for everyone. Especially for one Pegasus, who had just perfected a new routine in her quest to impress the Wonderbolts. Rainbow Dash smiled with a warm sense of pride in her heart as she perfectly executed another string of loops, rolls, dives, and altogether flashy maneuvers. She had been training hard and was excelling marvelously, but still couldn't do the one thing that she set in her mind to accomplish, create a Sonic Rainboom at will. The times she did do it were all moments of great effort that caused the event at random.

She felt great and felt even better with the ever gentle cheer of Fluttershy. "Great job. Yahoo."

Rainbow Dash shook her head and smiled as she went in for the landing. "Fluttershy, remind me that we need to work on your presence a little more. Be assertive, it'll make you stronger."

The yellow Pegasus looked away and her mane covered half her face. "Oh,...well I suppose...If you really think so."

Rainbow rolled her eyes, but kept smiling. "See, that's what I'm talking about. Be bold, speak your mind and speak it loud. It'll be hard to get noticed if your...Wait a sec. What is that?" She asked as she noticed something in the sky to the right.

Fluttershy looked in the same direction. "A cloud? Uh, don't we see those all the time?"

The blue pony gave her friend a look. "I know what it is. I mean, what's it doing there. I cleared the sky when I came down here, so I would have room to practice."

Fluttershy gave it a closer look. "And that color. It's awfully dark for one lonely little cloud."

Rainbow's eyes widened at the realization. "Hey, yeah. Normally they only get like that if there's a massive storm coming. But one cloud?"

The two were curious to the discovery, so they decided to examine it. They flew up to it, but when they got within a few feet, 'BOOM' a clap of thunder that one wouldn't expect from such a source. The sudden burst of noise petrified poor Fluttershy, causing the involuntary reflex of her wings locking to her sides, which in turn caused her to fall. Now, at the height they were at, the impact of the fall could have injured the timid Pegasus. Rainbow Dash noticed this and immediately rushed to catch her friend.

Fluttershy had been caught just in time. "Oh, thank you Rainbow. I thought I would end up in the hospital."

Dash was both relieved that Fluttershy was okay, but also took a bit of pride in her quickness. "Aww, it was nothing. I'm glad I could help."

Once the two were safely on the ground, they were knocked off there feet. Anyone who shared this experience would describe it in the same way. They were ambushed by a strange pink blur. "Girls! I've been looking everywhere for you. First I went to rainbow's place and I knocked and knocked, but then my head hurt. So I ran to fluttershy's, but I couldn't find her so I thought I'd ask Angel, but I think Gummy scared him, cause he ran away. Did you know bunnies can run really really fast?"

Fluttershy tried to get her attention. "Uh, Pinkie?"

Pinkie Pie just went on. "So we ran around about fourteen times and then we got dizzy and passed out."

Flutter shy tried again. "Pinkie."

The hyperactive earth pony went on. "I had this really crazy dream where baked goods were trying to eat me, then I woke up and Angel and Gummy were fighting over a carrot."

Fluttershy was going to try again, but Rainbow Dash put a hoof on her shoulder and gave her a look that said 'I got this'. She then let out a loud and annoyed. "Pinkie Pie!"

Pinkie snapped back to the present and looked down at her two friends who she had pinned and smiled. "Oh, hi girls. Listen, you've gotta come down to Sugar Cube Corner."

Fluttershy asked the obvious. "Why?"

Their excited friend looked nervous. "There's no time to explain, come on." And she bolted as mysteriously fast as she arrived.

The two pegasai exchanged looks, then Fluttershy spoke up. "Well, I guess we better get going."

Rainbow Dash nodded. "Okay, but first I want to take another look at that...wha?" She was looking in the direction of the strange cloud, but to her surprise, it was gone. "Where did it...I mean it couldn't have just... Ah, forget it, let's go."

And the two flew off toward Sugar Cube Corner. However, something was amiss. In the trees, just behind where they were standing, a dark shape rose from the top branches. Like a ghost, the dark cloud had risen from the line, then two black hooves poked out of the front and pulled open a hole in the thick cloud. Two golden eyes peered through with sinister intent. Behind the haze,Fearwing watched the girls run off to their destination, his ravens with him at both sides.

He couldn't help but laugh a little. "Hehehe, this too easy. Pay attention boys, for this is the start of the most important part. Planning, can bring everything to perfection, no matter the effort." Edgar, on the left, gave a serious of caws and Fearwing answered with a smile. "Well, of coarse I'm still going to go all out. If we win this bet, then Luna's gonna live with us. You'd like that right?" The two birds cawed with glee and their master joined them in the laugh.

* * *

><p>At Sugar Cube Corner, a small crowd gathered around two certain ponies. Lyra and Bon-Bon arrived that morning in a cold sweat. When asked what was wrong, they became frantic in recalling the trauma of the night before. Twilight, Applejack, and Rarity were able to get in the front of the gathering. Everypony had a look of concern for the frightened pair.<p>

Mrs. Cake thought the girls looked cold, seeing as they were shivering with fear. "Here girls, have some nice hot chocolate and fresh from the oven cookies."

Lyra nodded. "Thank you."

Twilight felt sorry for them, but was curious. From what she heard, the two had simply been freaked out in The Everfree Forest. "I'm sorry girls, but exactly what happened that put you two in such a fit?"

Bon-Bon was the first to answer. " We went for a star-lit picnic, but we were ambushed by evil creatures. The horror, the horror!"

Lyra went on. "It was awful! There was this angry beast that blocked our path home, then a wicked fiend that intercepted us when we ran, and when we turned into the trains to get away from that, there was this evil laugh that ripped through the skies and two horrible monster birds shot out of a bush and chased us all the way home."

Un-noticed by the crowd inside, two ravens, hidden in a dark cloud, watched the recounting in silence. They felt a warm sense of their master's pride as he draped a wing around them both.

Rarity felt concern for the two. "Oh, you poor dears. I can't imagine what it must have been like. You must have been positively terrified."

Applejack added in her own thoughts. "Well, honestly, going into the Everfree Forest at night is just askin' for trouble. Any number of nasty critters could jump out at ya. Right Twilight?"

The purple unicorn shook a bit herself. "Ugh, don't remind me. I still have nightmares about getting turned to stone by that cockatrice."

Rarity gave them a look. "Show some compassion, you two. Lyra and Bon-Bon have had a tragic experience and deserve our support."

Twilight and Applejack looked down with a sorry look about them. Lyra interjected. "Thanks Rarity, but it's alright. We're just happy to be home where it's safe."

Everyone went back to their normal routines. Pinkie Pie came back with Fluttershy and Rainbow Dash, just in time to hear Lyra's explanation. They hooked up with the rest of the gang and they discussed the situation. Mostly they talked about what might have been responsible, or why it happened to Lyra and Bon-Bon. After awhile it moved on to standard conversation, such as how 'have you been, or what's new'

All the while the six had no idea they were being watched. Fearwing and his ravens hung on to every word, trying to get a grip on who they were going to terrify. The wicked Pegasus smiled a sinister smile. "Oh this is too perfect. Soon we'll be able to make them scream with true fear. So far, I've got that yellow Pegasus with the pink mane and the white unicorn with the purple, Fluttershy and Rarity if I have my names right." Vincent brushed his wing along Fearwing's side to get his attention. Once he had it, he pointed out the pink earth pony. "Oh...**her**. Don't worry about her, I'll handle it. That just leaves Twilight Sparkle the unicorn, Applejack the earth pony and Rainbow Dash the Pegasus."

As he finished his tally, two royal guards barged in the front door. Fearwing glared at them, he couldn't stand the un-flinching seriousness on their faces. They approached the six and informed them that their presence was requested at the palace. Fearwing noticed mixed reactions, smiles and shocked looks of astonishment. He was pleased, even clopped his hoofs a little. "Perfect! Okay, boys, they're going for the set up. Once they've been given their orders, they'll each head home to prepare. Edgar you'll follow Twilight, Vincent you take Applejack. I'll keep an eye on miss Rainbow Dash. She might be fast, but she isn't nearly fast enough to get away from me. Oop, they're heading out. Come on, I wanna see how Luna pulls this off."

It didn't take long for the six to load up in the escort carriage to Canterlot. They rolled out and lifted off the ground in a steady yet swift pace. Perfect for a certain dark cloud to follow behind and not be seen.


	3. Chapter 3

Fright Night in The Everfree Forest

Chapter 3

* * *

><p>The palace looked as magnificent as it ever had. Without the hustle and bustle and eventual chaos from the grand galloping gala, one could truly appriciate the fine arcitecture. The guards led the girls through the main entrance, through the lobby and up the stairs. No one was aware of the three black blurs that zipped inbetween shadows following them. The girls couldn't help but let their eyes wander and admire the look of the place.<p>

Twilight started to wonder why they where called. "So, did the princess say anything about why she needed to see us?"

The guards kept their attention forward, but one did answer. "The princess simply had us retrieve you six. You'll find out the reason when you see her."

Rarity gave Twilight a little nudge. "Really, darling, what does it matter why? A private audience with the princess is such an honor."

Twilight seemed content with it. "You're probably right. Still, I can't help but wonder why she didn't just send me a letter. What's so urgent that her guards had to come and get us?"

The question went unanswered as they made their way to the throne room. when they reached the door, the guards let them continue on their own. The girls entered in a calm and polite manner, except for Pinkie Pie, who became so distracted by the colorful tapestry that she walked into a marble collum. When they reached theirdestination, they all bowed. There, on her throne, was Celestia in all her glory.

The princess smiled. "Hello girls. It's so good to see you all again."

Twilight smiled. "Likewise princess. Although, we were rather surprised by the invitation."

Celestia felt a tad embarassed. "Yes, sorry about that girls. I didn't think the guards would take it so seriously. I just wanted a chance to catch up and get to know my faithful students dear friends."

Pinkie Pie couldn't help herself. "Awwww, that's so sweet."

Hidden behind a collum, servaying the meeting, Fearwing had a different oppinion. "Oh,blehh! No one needs to be all that sweet unless they have alot of bitter to make up for." Edgar and Vincent each gave a nod. The trio continued their spying in silence.

Celestia got up and motioned to a door on her right. "Please, It would be fantastic if you'd join me for tea."

She went on through and the girls followed. Rarity stopped for a moment to savor the moment. "Tea time and socializing with the princess. Rarity, you're moving up in the world." She then happily trotted off to join her friends.

Fearwing and his ravens came out from their hiding spot. The dark pegasus took a moment to muse on what he just saw. "Hmmmm, what a vain, spoiled, stuck up little brat. I'm gonna get her good." Vincent gave a caw and fearwing turned his gaze sharply to him. "I know this is taking a while. Just bare with me and find a way into that room un noticed.

* * *

><p>The get together couldn't have gone better. There was music, laughter, and they ended by remenissing about the events of the gala. Everything from Applejacks failed sales attempts and Rarity's dreadful date with Blue Blood, to Pinkie Pie's plot to liven up the party and Fluttershy's little meltdown.<p>

Twilight was fighting back a laugh. "Hehehe, When you came bursting through that door, I couldn't tell how many ponies just up and fainted."

Fluttershy blushed. "Oh...gee, I didn't mean to cause such a panic. I was just looking forward to seeing all of the animals so much."

Celestia smiled. "Oh, it's all right dear. I'm sorry you had such a roguh time with them."

The yellow pegasus was quick to protest. "Oh no, princess. It was all my fault. I should have been more gentle."

"Well, well, well. What have we here?" Everyone turned to see who it was and they were surprised to see Princess Luna. "I'm surprised that no one sent me an invitation"

Celestia was a pinch shocked, but was more than willing to extend a welcome. "Sister, of coarse. I thought you were still resting from last night. Please, do join us."

Luna smiled, walked over and took the open seat next to Pinkie. The earth pony was enjoying a cupcake and didn't notice the princess of the moon for a few seconds. When she did, she gave a big smile. "Hey, I know you. Queen meany. How've ya been."

Luna didn't exactly know how to react. The name was kind of un called for, but she could tell Pinkie was just being friendly. "Um...I've been fine. And my name is Luna by the way."

Pinkie just kept smiling her usual smile. "Okay, hey are you alright?"

The green eyed alicorn was confused. "Yes. Why?"

The pink earth pony shrugged. "I don't know, but you seem like you could use a hug." And she did just that.

Luna didn't know what to make of it. "Uh..wow...um, thanks." She returned the hug. Luna had never seen any pony who did that just for that simple reason, except...but she tossed the thought aside and the two left the hug. "Listen, I'm glad I was able to catch the six of you while you were here. I have a favor to ask."

Applejack could sense somthing was up. "What'cha need sugar cube?"

The young princess seemed ashamed. Her older sis ter reassured her. "It's alright Luna. You can tell us."

Luna looked like she was about to cry. "Well...It's about something important to me. A blanket that my mother gave me when I was very little. I've always kept it close and it was so cold last night, I brought it along to keep warm. There was a gust of wind and...and I lost it over the Everfree Forest."

Rainbow Dash didn't believe it. "Your kidding me? Are you seriously asking us to go into the Everfree Forest just to look for your dumb old baby blanket?"

Twilight gave her friend a well deserved bump for that. "We'd be happy to help."

Luna smiled and she let a few tears drop. "Thank you. Thank you all so much." Pinkie gave her another hug. "I'll meet you at the library at sun-down."

Luna, her sister and the six spent a little more time enjoying eachother's company and after awhile, the six departed to rest up if they were going to do some late night searching.

* * *

><p>Luna retired to her room. She entered with a cloth held in the glow of her magic. Her horn glowed a dark purple as she dried away the tears from earlier.<p>

A voice took her by surprise. "Trouble turning off the crocodile tears?" Luna turned with a start to find Fearwing at the foot of her bed, arms crossed and giving her a look with that slick smile of his. "Your missing blanket? You're terrible."

Luna gave a smirk back. "I had to do something to get them on your playing field."

Fearwing didn't pay the excuse any mind. He found himself distracted. "I love this bed of yours. The sheets are so soft and fuzzy." He kept smiling his little grin and started rolling back and forth.

She rolled her eyes. "Can we stay on subject?" She used her magic to lift Fearwing mid roll and levitate him off the bed and over the floor. Then she dropped him like a rock. "Are we clear on the terms."

He shook his head after the impact and looked up at her, still with that con-artists grin. "I got it, I got it. You bring them to the forest at sunset, I have until sunrise to make each one scream. How am I gonna be sure you know?"

Luna smiled. "I rule the night remember? I know everything that goes on under the moon."

Fearwing stood up and gave a salute. "Yes my captain!" He made his way to the window and opened it as his ravens joined him from the shadows. He turned back to Luna for one last word. "You know, you'd better hope that I win this bet. When it's all said and done, and they find out you set them up for this, they won't be able to trust you anymore."

Luna hadn't thought about that. She seemed saddened. "Can we...not tell them?"

He smiled. and gave a wink. "My lips are sealed. Fair warning though. I will win this." He took off out the window at great speeds. The black pegasus and his ravens became a blur of darkness in the light sky, then dissapeared into a cloud.


	4. Chapter 4

Fright Night in The Everfree Forest

Chapter 4

* * *

><p>Luna had a good bit of time before she needed to head to the library. She felt like just hanging out in her room. First thing she felt needed to be taken care of was the bed. After Fearwing's little visit, it was all a mess. The sheets were all ruffled and a pillow was out of place. Not wanting to look like a slob if Celestia stopped by to check in, Luna let her magic do it's thing. With her horn aglow, the sheets straigitened themselves out and the pillows were fluffed and perfectly set back.<p>

The alicorn smiled. "Excellent. Although, I'm pretty sure those are just going to get messed up again." She thought for a moment about what to do next. Then it hit her that she hadn't stopped by her mirror in a while. As she made her way to her nightstand, she hummed a little tune that would buzz about her head in a slow moment. It wasn't a real touch up, she justused her magic to pull out her brush and run it through her mane. She was in no sense self centered, but she had to admit, she was beautiful.

Luna found herself admiring her reflextion. "Ah, how do I do it? I don't know if it's the sparkle in those teal eyes, or that cute little smile, but I'm simply a treat." Her gaze left the mirror for a glance at something in the corner. "Awww, I almost forgot about you." It was a flower, planted in a uniquely decorated pot of soil. The cryptic images etched in white on the black pot caught the eye, but the real beaty was in the rare flower it held. A blue rose with a black stem. This flower meant a great deal to Luna, although she would only admit it to herself.

She left the stand for a second or two and came back with a small watering can."There, you like a nice little drink huh?" She heard somewhere that talking to plants helped them grow. She didn't know if that was true, but she liked it because hardly anyone other than her sister dropped by to chat, and of coarse Fearwing would find a way to open the window from outside if he had missed her the night before.

On that thought, she gave a little sigh. The flower brought mixed emotions into her heart, with memories of the night she tried to take over Equestria as Nightmare Moon. She hated herself for all the terrible things that happened, all that she had done to her sister and the ponies. However, one thing kept her from crying, the one thing that made it the best night of her life as well as the worst.

* * *

><p><em>It was well into the eternal night plan. Everything was shrouded in an unnatural darkness from which it would not return, Ponyville was in a panic, and six certain ponies were trying to stop Nightmare Moon. The sinister, self-proclaimed queen, had tried to deal with them at two seperate points and had just set up the third. She was becoming increasingly frustrated.<em>

_Nightmare Moon, angered by the group's progress, went into a deeper part of the forest to blow off some steam. "Rrrrr, those little pests! A thousand years I spent trapped on the moon, a thousand years! Now, I'm finally back home, turning things in my favor for a change! If they take this from me I..I...I'l just...Rrrrrrah!" She kicked the tree behind her in a rage and it shook to it's very roots._

_She was then surprised by a sudden snap and a call from above. "Look out!"_

_Just as she turned to see what it was, something fell on her back, knocking her to the ground. She raised her head wincing from the sudden pain from the impact. It only hurt for a second, but it was the last thing she needed to have happen at the moment. She looked back to find the object was a pegasus. A coat that was pure black and his mane and tail were white and messy. He was still on her, his back to hers, rubbing a hoof on the top of his head._

_He looked at her eye to eye and gave a little smile. "Heh, nice kick."_

_The wicked alicorn was not amused. She shot back up on her feet and sent him to the ground, belly first. "How dare you? Do you know who I am?"_

_He pulled himself off the ground and answered as he stretched out the impact. "Let's see, you are Nightmare Moon, if I'm not mistaken. You took control of Equestria from your sister earlier tonight, correct?"_

_Not expecting an answer, she was surprised. "Uh...yes. How did you...?"_

_The dark pegasus finished his stretchng, spreading his wings as far as they would go. "Oh, I snuck into that little party they were throwing in town, so I could raid the snack table. You caught me with your grand entrance just as I was about to make my getaway."_

_Nightmare was, confused. "You seem so relaxed. The others reacted to me with fear."_

_He smiled. "Well, I'm not easy to scare, I'm usualy the one doing the scaring. Besides, I kinda like the idea of an eternal night."_

_This really surprised the alicorn. "Really? Why?"_

_Her reaction mae him smile more. "Well, what's not to like. You see the most fascinating creatures at night, hear the most wonderful sounds. Plus, it's easy to find ways to frighten ponies in the dark."_

_She smiled. "You're a strange one aren't you? What's your name?"_

_He gave a bow. "Fearwing Shadowhoof, master of fright and demon of night. At your service."_

_The fallen princess tried to surpress a a little laugh. "Hmhmhmm, a very odd name. It doesn't seem real."_

_Fearwing blushed a little. "Well, it's not my **real **name. Just something I came up with to go with my new life here in the forest. It sounded better at the time."_

_Nightmare took on a serious note. "As interesting as this meeting has been, I have buisness to attend to."_

_As she turned to leave, Fearwing said something that shocked her. "Still trying to deal with those ponies heading through the forest?"_

_The alicorn turned back to him wide eyed. "How do you...?"_

_Fearwing sat back against a tree and folded his front hooves behind his head. "Oh, I make it my buisness to know everything that goes on in this forest. After that little show at the party, while you were tailing that unicorn who ran to the library, I was tailing you."_

_Nightmare glared at him. Her eyes flashed and a clap of thunder rang through the air. "Of all the nerve! You'd dare stick your nose into my buisness?"_

_He held up a hoof to silence her, then met her gaze with his own, un-nerved one. "First of all, no need to raise your voice. I'm right here. Secondly, I never got in your way, I was simply watching. And from what I've seen so far, you're not doing so well."_

_She rolled her eyes. "And I suppose you could do better?"_

_Fearwing gave her a bit of a look. "Sister, I could have those girls running out of here, exausting their lungs screaming, in a manner of minutes."_

_Nightmare smiled for a moment. "Then why don't you? It would certainly save me alot of trouble."_

_He laughed a bit. "Hahaha, trying to tempt me with my favorite pass-time, to do your dirty-work eh? Well sorry, but like you said, who am I to stick my nose in your buisness."_

_She was a pinch miffed by that. "You certainly are brave, or stupid, to speak to me like this. Fine, then would you at least offer some advice."_

_Fearwing stood back up with a rather happy look about him. "Certainly. Now I've noticed a few flaws in your schemes. First, the cliff fall. There were two pegasai in the group so there wasn't any real danger. The manticore was better, it put them in a situation that they couldn't control, but it was something they made it easier to over-come. Also, I saw that little thing you did with the faces on the trees. It's creative, but it won't work. It's wild and they don't understand it, but it's all an illusion. All it would take is for some one to call the bluff and it all falls to bits."_

_Nightmare didn't like being critisised. "Okay,okay. Enough pointing out flaws, tell me something I can use."_

_He seemed appologetic. "Right, sorry about that. I'm not used to teaching. What you should do is give them something that's both real and something they won't understand. For example, if they continue their path, they'll have to cross a river, where a particularly vanity obsessed dragon resides. If you can cause him some sort of misfortune, enoguh to make him an obstacle for the ponies, then they'll be faced with a real problem that they don't understand. I suggest doing something with his moustache. The fool treasures it above his own life. I know, because, a few times I had to remind him to fight the current, becaause he was so obsessed with grooming that thing, that he almost went over a water fall."_

_She raised an eyebrow. "How do you know so much?"_

_The dark pegasus became intrigued. "Well, that leads me into my next point. Find out what lies in the heart and use it against them, should you run out of options. Find out what drives them, like a wish that went unanswered. Give them the chance to make it come true and they will fold."_

_Nightmare nodded. "You speak with a wisdom beyond your years Fearwing. I will put it to good use."_

_He raised his wings. "Good? Hmhmhhahahahaha! My dear, good left us a long time ago." With a flap of his wings he was in the air again. "I'll be watching. Remember, no matter what, stay positive."_

_She watched him take off into the night sky. In all her years, she has never seen a pony so enthralled with the night. Fearwing knew what she had intended for Equestria and he was actually looking forward to it. The way he spoke, gave her a bit of a chill. It was as if he enjoyed making other ponies miserable, but there was a friendliness about him. He wasn't afraid of her, he just saw someone that he might be able to help._

_Those of you who know the rest of the story well, will know that these ideas didn't go quite as planned. The elements of harmony had been brought to light and cast their full strength upon Nightmare Moon. After being forced to 'taste the rainbow' Luna had been returned to her former self, Celestia returned, and to the great surprise of the moon princess, all was forgiven. They even threw a party in honor of her return. That day was something Luna would never forget. Fearwing was right, even in defeat, there was still a reason to smile. When she got back to the palace, she found that her sister had kept her old room exactly as she left it. Luna did notice one small difference. The window had been opened and sitting on the window ledge, was a strange rose in an enchantingly designed pot. _

_On it was a note that read:'I know the night didn't last as long as we wanted, but it was certainly one of the best I've had in a long time.'_

* * *

><p>And ever since, each time Luna went out on her nightly flight to bring about the night sky, she would always be visited by that strange pegasus with the 'skull and bats' cutie mark. In a way, he brought about a mixed sense of guilt and greatfulness in Luna. He didn't treat her any differently from when she was Nightmare Moon, which made her feel that she was responsible for what happened. On the flip side, Fearwing didn't care who she was or what she did. He just wanted to be her friend and as the days went on, Luna thought it was turning into something more.<p>

There was a knock at the door that shook her out of her thoughts. The door creaked open and Celestia poked her head inside. "Sister, the chefs have prepared lunch for us. Come down and have a bite to eat, you didn't have breakfast this morning."

The young princess found her eyes fixed on the blue rose. She let out a little sigh. "Yes sister. I'll be down shortly."

The white alicorn could sense something bothering her little sister. "Are you alright, Luna? Is something the matter?"

Luna smiled and turned to her big sister. "I'm fine, Tia. It's nothing, really." Celestia returned the smile and slipped back out the door. Luna's eyelids sank a bit, but kept on smiling. She looked back at the rose, and admired the enchanting darkness of it. "Just a wonderful nightmare." She faced forward and walked to and out her bedroom door. She promised herself she wouldn't worry about the Fearwing situation until sundown, when the fun began.


	5. Chapter 5

Fright Night in The Everfree Forest

Chapter 5

* * *

><p>Three hours to sundown and miss Rainbow Dash was snug at home in her bed. She unconciously flapped her wingsand ruffled the sheets. This meant she was having the Wonderbolt race dream again, the one where she pulls ahead of Spitfire for a split second victory. She smiled and without control, put her front hooves up in victory. Unknown to her, a dark shadow of a pegasus was cast over her. It raised it's wings and blacked out the whole room before sinking out of clarity. Then a dark shape on the floor started to slink in from under the window. It slipped into the center of the room and it rose up.<p>

Fearwing hovered just above the floor, then tapped it to check it's density. Just as he wanted, just soft enough to land without a sound. He did just so and silently crept over to her dresser. Three drawers, but Rainbow didn't strike Fearwing as the type of pony to have a lot of clothes. First he found her gala dress, then her winter wrap up vest. He was getting annoyed, but then he found just what he was looking for, her diary.

Fearwing took it out and placed it on the floor, then started reading. "Let's see what the cute little tomboy has on her mind. Hmmmm, fastest thing alive eh? I bet I can fix that. Also says she has a huge crush on...woah, I did not need to know that. I think I've learned enough. She'll be tough, but I can get her to turn soft." There was an audible yawn that made his smile dissapear and his eyes shoot open.

Rainbow sat up with another big yawn. She rubbed her eyes and looked at the full view of her room that she had from bed. "_Yawn._ I have got to get a painting or a plant or something. This place is so empty. Indeed it was, not a sign of anypony but the air. Dash jumped out of bed, did a little stretch and happily skipped over to her dresser, imeadiately going for the third drawer. She removed her diary and hugged it in her front legs. She fluttered over and dropped back nto bed. She took a pen from a little table next to her bed and clicked on the desk lamp. Pen in mouth she started to write. 'Dear diary: I had the racing dream again, Spitfire had know idea what hit her. Plus, that speacial pony was waiting forme at the winner's circle.

As Dash leaned back, she went unaware that Fearwing was on the opposite side of the wall. His chest heaving up and down from the speed he had to pull putting the diary back and getting out without being seen. "Man that was close! Okay, I might as well head to the rendevous point. I can't wait to see what the boys broguht to the party." He flew off toward the Everfree Forest with wicked glee.

* * *

><p>Meanwhile, at the Apple family farm. Applejack had just woken up from her little nap. Well rested and with time to spend, she decided to get in some apple bucking. Needless to say the new energy was paying off. One basket full, two baskets full, then three. One by one trees were losing apples. A.J. whistled a happy tune as she worked, then stopped when she heard a sound of distress. First a grunt, then a thump. The combo of noise meant only one thing.<p>

A few trees back, sure enough, Applejack found Applebloom trying to do her share of the work. Now, as you can imagine, it was a small filly versus a big tree, so the apples didn't budge much. "Well, shoot." Said a frustrated Applebloom. "Come on now, somethin's gotta give sooner or later."

Applejack smiled and shook her head and smiled. "Ahem." The little crusader was a bit startled, but relaxed when she turned to find her big sister, who spoke when she had her attention. "Now,Applebloom. We've been over this. You just ain't big enough for Applebucking yet."

Applebloom seemed sad. "But, sis. I gotta get my cutie mark somehow." She pointed upward. "And look at that big apple at the top. I bet one more good kick and that'll just pop right off."

The blond farm pony eyed the apple, then shook her head. "Doesn't matter any how. Looks like that worms about to get it."

Sure enough, there was a little green worm inching off the branch and crawling to the big apple. As it wraped around the stem, ready to ruin said fruit, there was a loud and terrifying sound that made the worm shake. It turned it's little head and "Caw!" Vincent the raven swooped in a snapped up the worm. He gave the apple a little kick and knocked it down to the sisters below.

A.J. was a bit surprised. "Well, how do you like that." She and Applebloom watched in curiosity as the raven flew down, swung passed them and perched on top of a scare crow Big Macintosh put up earlier in the spring. Vincent slurped down his prey and turned his steely gaze on the farm ponies.

Applebloom was a bit puzzled. "Isn't that supposed to scare crows away?"

The elder sister kept her eyes on the bird. "Strangest crow I've ever seen. Seems a bit more refined, see the way he stands? Most crows hunch over a bit. Not this one."

The cutiemark crusader ran off for a minute or two. She returned with a small dish full of corn cernals. "Here you go little fella."

Vincent cocked his head slightly, then flew down and landed before the dish. He pecked at the corn gladly, then looked to Applebloom. He walked over to her and nuzzled his head against her chest. Cawing softly, like a content pet.

The sisters reacted in unison. "Awwww." Applejack continued. "He certainly is a sweet little guy. You wanna hang out 'round here a little longer buddy?"

The raven happily nodded his head. The sisters walked off to the barn, but Vincent held back a second before following. If one looked close enough, one could swear they'd seen a smile on his beak, and a sinister twinkle in his eye.

* * *

><p>At the library, things were at their usual pace. Twilight was looking at maps of the Everfree Forest to try and find the most likely location where Luna's lost blanket might have landed. It wasn't erribly hard getting the info, but the calculations were the tricky part. The unicorn let out a little sigh and took a sip of coffe. She had no idea what she was getting into when she agreed to help Luna.<p>

Spike approached her desk with arms full of scrolls. "Okay, here's the wind directions and cliff areas you wanted to see."

Twilight turned to her assistant with a smile. "Thank you Spike."

The little dragon gave her the scrolls and scratched his head. "I still don't get what the big deal is. Why doesn't Princess Luna just get another blanket?"

The unicorn gave him a look. "Spike! Her mother gave her that. It has a deep emotional value. What if something happened and you were lost. Should I just go out and get another baby dragon?"

He went wide eyed. "You wouldn't do that, would you?"

She gave him a reassuring hug. "Of coarse not silly. I could never replace you."

Their tender moment was interupted by a loud crash. They turned and gasped at the sight of a toppled over book shelf. Completely face down on the floor and several books scattered around, this truly was a sight. What was even more unbelieveable was that it happened.

Twilight looked at themess in shock. "How...How does a fully loaded book shelf, that size, just fall over?"

Spike shrugged his shoulders. "Hey, don't ask me. I'm just as surprised as you are."

The unicorn let out a sigh, then put her magic to use. She strained and her horn glowed bright, raising the heavy shelf back to standing position. Once it was back in place, Twilight took a breather as Spike started putting books back. In a few seconds, she started using her magic to levitate them back in place. However, one book caught her eye.

The title read:Mythical Creatures and Old Folklore. Twilight liked this book, she remembered how her mother would always read her a story from it before bed. As se flipped through the pages, an illistration made her shudder and drop the book. Spike stepped over to see what was up. "The Headless Horse? You still afraid of that?"

Twilightshook off the goosebumps. "Oooohhh, it just gives me the creeps. You know, I had an uncle that was investigating him. He went into the Everfree Forest looking for him, but never came back."

Spike rolled his eyes. "Yeah, you told me. Wasn't that uncle kind of a jerk. You ever think he just moved and didn't tell anypony?"

The unicorn scholar took a deep breath. "You're probably right. Still, I still get the creeps from it each time I here the story." With a smile, she placed the book back on the shelf. "Come on upstairs, I need help packing for the trip."

The two went on their task with an air of peace recovering from that unexplained jolt. However, we know that Book shelfs don't fall like that by themselves. Out from the shadows in the corner, a gaze from two cold eyes looked right at the book Twilight just put back. Edgar stepped out with a rather serious tone about him. You'll soon see that while Vincent has a more friendly personality, Edgar can be rather cold. Not to mention sharp and to the point. He walked over to the shelf, claws clacking on the floor and when he reached it, he flapped his wings and rose up to the book. He grabbed it's spine firmly in it's talons, but before he could pull it out.

"I'll be right back up. I think I left one of the maps down by the desk." As Spike turned the corner, he spotted the stately raven trying to nab the book. "What the...?"

Before he could finish, Edgar let out a screech and shot right toward the little dragon. There was a bit of a comotion as the two rumble throguh the library, but soon Edgar had the upper claw. He grabbed one of the curtains with his beak and wrapped Spike in it super tight, making sure his mouth was shut. He then lifted the bound baby dragon into the air and dropped him into an open laundry basket. The raven shut it fast and gave a little serious of caws that sounded like a hushed laugh. He then flew back over, grabbed the book and took off out the window.

Twilight came back down. "Spike? What was that noise?" Her little assistant was nowhere to be seen. "Huh? I wonder where he ran off to." She didn't hear the muffled shouts of 'let me out of here!' and grabbed the maps herself, then trotted on upstairs.

* * *

><p>After learning all that they could know, the trio each made their way back to the tree house. Once they put the new inel to use, they would begin getting their scare on.<p> 


	6. Chapter 6

Fright Night in The Everfree Forest

Chapter 6

* * *

><p>Sundown was drawing near and the girls started to arrive at the told them all about the sweet little black bird that visited the farm. Pinkie Pie was being her usual perky energetic self and was particularly excited about something that had happened earlier.<p>

Twilight seemed a bit confused by what her friend told her. "So, you woke up from your nap and there there was a basket of cookies just sitting there at the foot of your bed?"

Pinkie gave a nod. "Yep, my favorite kind too. Double chocolate chip with mini marsmallows. I haven't had cookies that good in years."

Rarity had a bit of concern. "So did you ask Mr. and Mrs. Cake about them?"

The pink earth pony nodded. "They said they didn't know anything about it."

Rainbow pointed out the obvious. "So, somepony snuck into your room while you were asleep, left a suspicious basket of baked goods and you didn't think anything of it."

Pinkie smiled her usual way. "Right-o-roni." The rest of the gang either gave a sigh or rolled their eyes. Pinkie looked around and noticed something amiss. "Hey, Twilight. Where's Spike?"

Twilightwasn't surprised Pinkie turned the conversation in another direction. "I came down after drawing up a few maps and found him passed out in the laundry basket."

Fluttershy seemed sympathetic. "Awwwww, poor little guy."

Rarity had to comment. "That poor dear works himself too hard. I think we should send him on a nice vacation to relax."

There was a knock at the door. Twilight walked over and smiled after she opened the door. "Princess Luna, welcome."

Luna stepped in and was obviously happy for the warm welcome. "Thank you Twilight."

Applejack was next to speak to the pincess. "So, you as rested and ready to go as we are?"

The princess smiled. "Why yes, yes I am. I had an absolutely wonderful little snooze. Thank you all for agreeing to help."

Pinkie zipped over with her signature grin. "Aw, don't thank us yet. We still have one missing baby blanket to find."

The seven of them were packed and ready to venture out into the world. Fluttershy needed a bit of help once the idea of being out there in the forest at night again set in. She locked up and they ended up having to carry her.

* * *

><p>The girls weren't the only ones ready to go. Fearwing and his birds had prepared the best scares they could think of just for tonight. However, there was a bit of tension. Fearwing gave Edgar a long hard look. "Well, I'm waiting." The raven looked to the ground in shame. He tried to give an excuse, but his master wanted none of it. "You beat up a baby dragon and left him alone in a laundry basket tied up and muzzled with a curtain. He could've suffocated if I hadn't gone back for him! You're lucky he was just out cold."<p>

The dark pegasus marched over to his other and, at the moment, favored pet. "Why couldn't you have been more like Vincent here? He got in nice and cozy with those Apple sisters and got me a juicy bit of info that I have used to develope an ironic twist of terror." He sharply turned back to face Edgar eye to eye. "I'm left with know choice. You're grounded until I say you can come out of your cage." Edgar tried to object, but Fearwing gave gime an angry stare and off to the cage he walked.

Fearwing shook his head in dissapointment, then glanced out the window. The position of the sun caught his eye. "Ooh, it's almost time." He whistled for Vincent and the ever obidient bird flew over and perched on his master's head. The dark pegasus smiled. "Come on, little buddy. We've got work to do." The two spread their wings and took off through the open window into the maze of tree-tops, laughing all the way.

* * *

><p>It took a bit of a walk, but soon the girls were upon the Everfree Forest. They went to the entrance that they had used when they went searching for the ruins of the temple of the two sisters, since they were all familiar with it. After a quick pep talk, Fluttershy was moving on her own again. They stopped just before entering, taking a moment to view the ominous nature of the forest itself.<p>

Luna broke the tension. "Well, this is it. Doesn't look as bad as the view from the sky."

Rainbow tried to sound clever, but couldn't fight the slight twing of worry. "Yeah, it's much worse."

Pinkie Pie was as perky as she took the lead. "Well, what are we waiting for? Ready or not here we come!" She ran full speed into the thick of it.

Twilight tried to call her back, "Pinkie, wait! It's safer to stick together." But Pinkie didn't hear.

The girls chased after as fast as they could to catch up. As they got deeper into the frest, it became clear that Pinkie was nowhere to be found.

Applejack's voice was filled with worry. "Where the hay did she go?"

Rainbow dash was worried too. "I don't know. How do you lose something so bright and pink in all this gloom?"

Fluttershy was in a panic. "Ohmygoodness ohmygoodness ohmygoodness!"

Luna stompped a hoof to the ground and the sound silenced them. "Girls, please. This is not the time to panic. Okay, change of plans, we need to find Pinkie Pie before she gets hurt."

Rarity nodded in agreement. "Princess Luna is right. Poor, Pinkie could get herself into trouble with her whole laugh in the face of danger thing. There are some dreadfully real creatures out there."

Twilight was determined. "It's settled then. I can't believe I'm going to suggest this, but everyone split up and look for Pinkie. If you find her, yell and the rest of us will come running."

With one last nod of agreement, the six went in seperate ways in search of there missing friend. Luna went north bound, franticly scanning the area for the energetic earth pony. In her haste, Luna forgot to watch where she was going.

* * *

><p>There was a split second when she did look up. All she saw was a smiling Fearwing drop from the trees hanging upside down, waving, then saying. "Hi Luna."<p>

The princess gave a gasp before coliding with her scary friend. They lied on the ground for about 15 seconds recovering from impact. Then LUna regained herself and glared at her friend. "Stop doing that."

Fearwing shrugged. "What? I didn't use any props that time."

She didn't want to hear it. "I don't have time for this. Things went bad, Fearwing. We have to call off the bet, Pinkie Pie's gone missing."

He smiled. "No she didn't."

Luna looked at him befuddled. "Beg pardon?"

Fearwing seemed pretty casual. "Yeah, I saw her run up toward the rock ridge up aways. She'll be fine, I'm keeping tabs on her"

She wasn't to sure. "I don't know. Maybe we should still..."

He placed a hoof on her shoulder. "Don't worry. Just go up toward where I told you and keep an eye on her until you're convinced. Then keep 'looking for Pinkie' While I do my thing."

Luna saw the sincerity in his eyes. "Well, okay. I trust you."

Fearwing gave a little salute, then flew off to work. For, in the chaos of the moment, Sundown had come and left and He was ready to go.


	7. Chapter 7

Fright Night in The Everfree Forest

Chapter 7

* * *

><p>Fluttershy, for lack of a better term, was freaking out. She nervously walked through the ominous and dark surroundings of the forest. The poor yellow pegasus wanted so much to fly home and hide under the bed, but her friends needed her. One thing she found truly frightening was the silence. There wasn't a sound to be heard, no crikets chirping, no nocturnal creatures slipping around. A thought occured to her that made a chill run up her spine. Why was it so quiet?<p>

She tried to calm herself by calling for her friend, but as we know she isn't the most audible pony in the world unless under the right conditions. "Pinkie? Pinkie Pie? Please come back...if you don't mind."

Something made her tremble. "Hmhmhmhmhmmm."

Fluttershy looked around to seee if anything was there. "Hello?"

It grew louder. "Hehehehehehe."

She started to panic, franticly looking in one direction to another. "Is someone there?"

There was silence again. She couldn't believe it, but she actualy preffered the laughing. Then she heard something that caught her by surprise. The caw of a raven. Fluttershy turned and there, sitting on a tree branch about ten feet behind her, was the bird in question. It was perched quite firmly on the limb, never moving. The pegasus actualy smiled a little at the sight of an animal. However, she couldn't help but feel the slightest bit suspicious. The raven just sat there, eyes fixed on her, only visable movement was a slight cocking of it's head.

Fluttershy took a deep breath to relax herself, then approached the raven carefully as to not startle him. "Hello little friend." The raven leaned back a little. "Oh, it's okay. Don't be afraid." She flew up to him and sweetly smiled at him. The raven took a closer look at her, then gave her a little nuzzle.

Fluttershy was happy. "Awww, you're so sweet." Then, out of no where, her little friend just up and took off. She felt a bit of concern. "Wait, don't go." The last thing Fluttershy wanted was to lose contact with the only sign of life she'd seen since she left the group. with a swift dash, she flew after the raven with all her strength. She had to weave in between trees and duck under a few branches and over time, she started to lose sight of him. After a few minutes, he just vanished.

The disheartened pegasus landed in a clearing that the chase had brought her too. She called for the raven. "Little friend? Where'd you go?" Nothing. Fluttershy felt saddened. "Oh, I hope I didn't scare him off." She felt it best that she go back to looking for Pinkie.

However, when she turned, she was met with an unexpected surprise. "Hi there."

Fluttershy gave a quick gasp and went wide eyed from the start. She calmed down when she got a good look at the calm, friendly face of a nother pegasus. "Oh...um...hi."

The black,White maned male kept smiling and started to walk around her in circles, like he was examining her. "Pardon me, but you just seem too...cute to be a local. So, what brings you into my neck of the woods, miss...?"

Now, those who know her well, will probably tell you how this introduction sounds. "I'm...Fluttershy."

He stopped to look at her face to face. "Fluttershy? Nice name." He took a bit of amusement watching her surprise that he heard her name. "My name's Fearwing. A pleasure to meet you."

She looked to the ground and ran her hoof back and forth across the dirt. "Thank you. It's...nice to meet you...too."

Fearwing raised an eyebrow. "What's wrong? Newt in your throat?" She seemed a bit frightened, but he knew she was just a bit timid. "It's okay. You don't have to be so shy."

Fluttershy felt bad for making such a bad first impression. "I'm sorry."

He got closer, placed a hoof under her chin and lifted her head so they were eye to eye again. " A word of advice. **Never **appologise to anypony for the way you act." He smiled once more, seeing the sad look in her eyes. "Now, now. No need to be so glum. I understand perfectly."

She decided to keep the conversation going. "You do?"

Fearwing nodded and put on a sorrowed look of sympathy. "Uh huh. Such a kind and gentle soul, lost out here in this harsh and nasty place."

Fluttershy seemed worried by the description. "I know it's a bit scary, but..."

He went wide eyed. "Scary? Oh, my dear, it's so much worse than that. Oh, if I could only begin to remember all the horrible things I've seen! Manticors, hydras and ghouls."

She interrupted for a second. "Oh my."

Fearwing went on, putting on one heck of a facade. "Huge monster birds that eat pegasai like us for breakfast." He started to become increasingly animated during his speech. "Snakes, that'll drop down on you...and...crush...the air out of you."

Fluttershy was becoming more frightened. The way he finished that last scentence like he was being strangled. "It sounds awful."

He nodded vigerously. "Oh, it gets worse. There are giant spider that'll wrap you up in their web, bite you with their big sharp fangs, inject venom that'll liquify your insides, then_ shlip shlip shlip shlip _suck them right out!"

The poor little pegasus was shaking uncontrolably. All she could do was let out a little wimper. "Eh...eeeeh."

Fearwing saw this and took it as his que. "It's all so terrifying, but not the worst." He saw Fluttershy's eyes widen and her pupils dialate in fright and shock. As he spoke the next scentence, she leaned in closer with each pause. "In fact, there's nothing...more scary...than...**BOO!**"

This thundering exclamation finaly broke our sweet little animal lover."!" She jolted into the air, but because of that unfortunate involuntary reflex that kept her from flying, she simply fell on her back.

Fearwing was a pinch concerned, mainly because of the height. He rushed over to check on her and poor Fluttershy was out cold. "Awww, she went and knocked herself out." He whistled for Vincent, who swooped down to the scene from a tree with a great vantage point. The ever loyal little raven had a long rope with him. Fearwing smiled. "Oh good, you got the rope. Let's hold off until we have her back at the tree house before we tie her down though. I'll lift from the top half, you grab the tail." With that, they set on the task of air-lifting the unconcious Fluttershy back to their lair.

* * *

><p>Fluttershy didn't know how long she'd been out and her memory was a bit fuzzy. She tried to open her eyes, but she felt exausted. She tried again and was more successful. Her vision was blurred, but clearing. As her sight returned, she could make out the face of a black pegasus looking happy to see her awake. She reacted with a gasp. "You!"<p>

Fearwing just smiled at her. "Well, hey there sleepy-head. I was starting to worry." He noticed her shaking. "Aw, you seem cold." He ent to get a blanket off the bed. He carefully draped it over her. "Better?"

She tried to flap her wings and get away fast, but she couldn't move them. She tried to move her legs, but no such luck. At this point, she realized that she had been tied down. She looked around and saw that she was now in someone's home and she knew it had to be his. "pleae don't hurt me."

He seemed puzzled. "Hurt you? Oh no, sweety you have me all wrong." He stroked her mane to try and calm her. "This is just a minor formality. You are perfectly safe."

The yellow pegasus eased up a little. There was a soothing quality in his voice, but she was still causcious. "Then why tie me up?"

Fearwing was happy to explain. "Ah, that's very simple. You see, I'm on a bit of a mission, a personal goal if you will. I'm trying to scare you and your friends to the point of screaming your little lungs out. To keep the element of surprise, I'm going to have to keep you here so you can't warn them about me in advance. Besides, can you imagine what they're thinking right now, they probably heard you in Canterlot. That's what I call setting the mood."

She didn't quite understand. "But why do you want to scare us?"

He liked that question. "Hmhmhmhm, Fluttershy, darling. It's what I do." He showed his cutie mark. Ever since I was just a little evil, I excelled at giving people a fright. It's a grand story about how I got it, I'll have to tell you sometime. However, I do believe I should be getting back to work. Still five of you left out there alone in the dark." He ran to the open window and spread his wings to take off, but before he did, he turned to her. "Do you need anything before I go? Water, another blanket, some food? I have cookies if you'd like, I made a whole basket full earlier and there was a bunch left over."

Fluttershy didn't know what to make of the offer. "Uh...no thank you."

Fearwing smiled at her and gave a nod, then shot out the window. All poor Fluttershy could do was lay there and wait until he got back. All she could think about was if her friends were going to be okay.


	8. Chapter 8

Fright Night in The Everfree Forest

Chapter 8

* * *

><p>At this point in our little adventure, Applejack was starting to wish that she had just stayed on the farm today. She ran through the forest at a intensely determined pace. As if Pinki Pie vanishing hadn't been bad enoguh, A.J. was positive she heard Fluttershy scream not too long ago. She found herself running along a small stream opposite the current. She didn't watch where she was going. Anything got in her way, she either jumped over without notice or just charged on through.<p>

The orange earth pony couldn't get rid of that worried look in her green eyes. "Fluttershy," She called. "Are you okay?" No answer. "Come on now, sugar cube, talk to me. Just let me know your okay." She was still met with a silence that made her all the more set on finding her friend. She ran and ran, but the stream just never seemed to end.

A.J. darted through a clearing, which just so happened to be where Futtershy vanished. She didn't want to admit it, but she was getting tired. She followed the stream for a little while longer, looking around at tree branches to see if Fluttershy was clinging to one in terror, but to no avail. Finally, she was forced to stop and catch her breath. Good thing too, because she had just run out of stream. Quite literally, the stream had ended right at the spot she stopped at. The poor earth pony was exausted. She stayed still panting heavily, eyes shut.

She decided to give herself a pep talk. "Come on now Applejack. You're the most loyal and dependable of ponies and you will not let your friends down now. Fluttershy and Pinkie need you. Now get up." She forced herself back to a proud ready to go stance. "Alright. I've gone pretty deep into these here woods, so I should probably retrace my steps and get back to regroup with the girls. I'll just follow that old stream right ba..." She turned around on that last sentence and the surprise made her speechless. The stream was gone. Nothing left of it but a sliver of water about twice her length. "B-b-but that's not possible. An entire stream that long can't just...but then, where'd it go?"

* * *

><p>Unknown to our favorite farm pony, she was being watched. Fearwing chilled out concealed in a large shrub, watching the whole scene play out. "Hhmhmhmmmm, gotta love that look. 'Oooohhh, where did the stream go? Oh, I'm so freaked out.' hehehehe." He rather enjoyed that whiney voice he used to mock her. Vincent walked inbehind and joined at his master's side. Fearwing smiled at him. "Nice work filling in her little trail back to safety, my trusted assistent." Vincent looked proud, standing tall and just beaming with gratitude for the praise. The pegasus went on. "I think we should let your brother out of his punnishment after wescare this one." The raven's eyes widened and he looked at his master as if to say 'why?' Fearwing was sure of his decision. "It wouldn't be fair if we had all the fun tonight. You know as well as I do that he loves these outings as much as us."<p>

The raven let out a bit of a sigh, then a nod. Fearwing was pleased. "That's my boy. Now, if I'm not mistaken, her slight episode will turn her in the direction of my little trap. I do believe there's a bit of poetic irony in this. She'll be screaming like baby in no time."

Vincent made a few little noises that sounded as if he were asking a question. Fearwing caught it and answered with a smile. "How do I know she'll set it off?" He leaned in close to his raven. "Simple, Vincent my boy. People think what I do is just some nasty pranks, but they're wrong. It's a fine art, like painting a picture, or sewing a dress. Every detail needs to be set just so, every little seam exactly right. It's not just startling them, one has to make them experience true terror."

The raven gave him an inquisitive look. The black pegasus gave a bit of a shrug and looked a little saddened. "I know it's a pinch mean, but we just have to keep hold that this is all in good fun. Plus, Luna is too good of a prize too pass up on. Oh, Looks like she's spotted the bait. Time to make this little pony jump right out of her hat."

* * *

><p>Applejack found herself fixed on...an apple. Just a single, fresh, shiny apple. Strange part was, there were no apple trees around and it was just sitting on a rock, with no natural buisness being there. A.J. couldn't resist her curiosity and started walking toward the suspicious fruit. She just kind of watched it, waiting for something to fall from above or pop out from a trap door or something. For a few minutes, nothing. She started to become impatient. Slowly, she started to lean in more. Inch by inch, until she nudged the apple with her nose, then she jumped back expecting that to trigger it. The apple fell from the rock and rested on it's landing spot. Nothing, no nets, no pits, no springs, or rope.<p>

Applejack gave a sigh of relief and smiled. "Hoowee, that was tense. Heh, silly me, being afraid of some apple." She walked over to it and picked it up. "Well, I am kinda hungry. I reckon I've earned a little snack." She took a bite and that's where things went nuts. There was screaming, pained screaming likethat of a child. What made the earth pony shake to her knees is that it was coming from the apple. She dropped it and held her hooves over her ears, but the sound still made it through. It was an awful sound that made A.J. sick. She thought it was crazy, but she actually tried to calm it down. "I'm sorry little fella, I'm so so so sorry, just please stop!"

It was then overtaken by a new sound. "Grrroooaaaaaarrrr!" It hit like thunder and all Applejack could think was to run. With every ounce of her strength, she charged through the forest with the pure drive to get out alive.

* * *

><p>When she cleared the field, our wicked friend stepped out of the bush and started toward the apple. "Oh that was just priceless. She's freaked out, but we still need that scream. Should be easy, the way she's running, with that direction. Only a matter of time before the big finish. Not to mention the little treats I left on the way. Hehehe." He saw the apple, figured 'waste not what not' gave it a toss and chomped it down in one mid air bite. He chewed it, then swallowed, then grinned. "Tasty." He spread his wings and darted above the trees down the road Applejack was heading.<p>

* * *

><p>The orange earth pony was truly scared out of her mind. Apples screaming, which made her think of going into the peach buisness, then that roar. What ever did that sounded big and angry. She didn't look back, just kept her eyes forward and got in a dead run. Something tripped her. She fell flat on her face, then stood herself back up, or at least she tried. A.J. was shocked to discover that a tree root was wrapped around her leg. She struggled and fought and eventually broke free. As she got back into her run, but the scares didn't stop there. Low branches would swing out and take her by surprise, she ducked under those going for the head ,but a few smacked her on the flank and made her run faster.<p>

She was terrified. "What the hay is going on!" The only answer she got was something clasping around her as she made a turn. She looked down and couldn't believe her eyes. Some sort of long bony hand made of branches, started to lift her into the air. Applejack's eyes widened as she followed the hand to the arm to the source. It was a giant apple as big as the apple family barn. It had angry eyes, a massive mouth that seemed to spread all the way around with rows of sharp teeth. It let out a roar. "Grrrooooooooaaaaaaarrrrr!"

Applejack recognized that sound. "No." She watched the arm start to move her closer to the creature. "No!" It opened it's massive jaws and kept pulling her closer and closer and closer. The earth pony's heart raced as the feeling of doom flowed through her. "Nooooooooo! Aaaaaaaaaaaaaaaahhhhhhhhhhhhh!" With that last shriek of horror, the monster apple tossed A.J. into it's maw, which shut like a steel trap.

Applejack was pretty sure her heart was about to explode. It was pitch black inside the giant fruit and she tried to climb out, but couldn't get a grip. She panted, and gasped, eyes darting back and forth. She started to shake and wimper like she did when Pinkie Pie sang that evil enchantress song. For a mental image, just picture a pure black screen, with only her emerald eyes visable.

Now, picture a pair of evil looking golden eyes open next to her. They glanced at her, then Applejack was met with a rather unexpected, "Hello my dear." there were sounjds of a struggle, but nthing could be seen in the dark.

* * *

><p>A good while had passed since Fearwing left Fluttershy. She was still on her back, all tied up, but she'd be the first to tell you that she was comfortable with the pillow and blanket he gave her. The yellow pegasus didn't have much to do,so she just started whistling a certain tune we all know. To her surprise, she was joined by another. It was a strange variation, but nice. She looked over at the caged raven. It tapped on the bar as if saying hello.<p>

Fluttershy smiled. "Hello, little friend. You're all cooped up too huh?" Edgar gave a nod, then turned to the open window and pointed at it with his beak, then he did the same with a picture which was just withing Fluttershy's range of sight. It was a picture of Fearwing, Edgar and Vincent,looking happy in a creepy sort of way. The tied up pegasus felt bad for him. "Awww, you miss your friends don't you?" The dark bird nodded, almost letting out a single tear. Fluttershy spoke soothingly to him. "Oh, don't cry. I'm sure they'll be back soon and they'll let you out to help them."

As if by some divine sense of timing, their was a knocking at the door. They looked and sure enoguh ,there was Fearwing. He hovered in the door way, air-lifting a hog-tied Applejack, wearing her signature stetson hat. He had to say it. "Howdy." He manuvered Applejack over to where he had Fluttershy, then placed her gently next to her friend. The earth pony was obviously surprised to see her, but couldn't react due to the fact that she had some kind of handkerchief tied around her mouth. Fearwing explained. "Sorry for the inconveniance, miss, but I really wasn't expecting much of a fight. You're one tough cookie."

He untied the cloth muzzle and Applejack went off. "You lilly livered, snake in the grass! What are you trying to pull?"

Fearwing was a bit startled, but kept his cool. "Now, now, let's not blow our top. I assure you you're perfectly safe."

Applejack glared at him. "Safe? You call all that mess safe? I darn near had a panic attack."

He didn't react to the anger, he just calmly took off her hat and placed it over her face. She was, for a moment, speechless. Fearwing continued the conversation. "If anything were to have gone wrong, I would have made sure you were okay."

The way he spoke was a factor, but when he removed her hat from her face and looked into her eyes, she could see his honesty. She calmed herself. "So what now?"

Fluttershy answered. "If I have a good enough understanding of it, then we just have to wait for the others."

Fearwing smiled and gave her a pat on the head. "Glad to see your paying attention. Now, how about some hot chocolate?"

Applejack didn't expect the offer. "Umm...Sure."

He was happy to hear it. "Wonderful, I'll get right on it."

Fluttershy had just remembered something. "Oh, Fearwing. If you wouldn't mind, could you let that raven over there out of his cage?"

The black pegasus couldn't believe himself. "Oh my stars, I almost forgot." He flew over and let Edgar out of lock-down. The raven was happy to see his master and nuzzled him. Fearwing smiled. "Aw, it's good to see you too." Edgar flew around the room a little bit and Vincent joined him. The two were overjoyed to be together again.

A.J. had her mind set on another matter. As Fearwing moved over to get some water boiling, she figured she'd ask. "Uh...Fearwing right? So you'll let us go when all this is said and done?"

Fearwing answered happily. "I promise. Cross my heart, hope to fly, stick a cupcake in my eye."

The girls' jaws dropped. They looked at eachother thinking the same thing. He even did the hoof motions, how in the world did _he _know _that._


	9. Chapter 9

Fright Night in The Everfree Forest

Chapter 9

* * *

><p>Despite arriving the way they did, Applejack and Fluttershy were genuinely having a good time. Fearwing re-did the ropes so the girls had more freedom of movement. They still couldn't walk away, but they could sit properly, hold their mugs of cocoa, and roast marsmallows for smores. He may have frightened them more than anything they've seen, but Fearwing was a perfect gentlemen when he had the girls in his care. He even brought them some cushins so they'd be more comfortable.<p>

Fearwing was as nice as nice could be. "Fluttershy, would you like another smore?"

The yellow pegasus politely refused. "No thank you. I couldn't eat another bite."

Applejack had a request. "I could go for some more hot cocoa, if you don't mind."

Their host gave her a smile. "I'd be happy to." He took her empty mug over to the kitchen area.

Fluttershy was grateful, but she felt a little confused. "Fearwing, this has been wonderful, but didn't you say you wanted to make all six of us scream before sun rise?"

Fearwing stayed focused on getting more hot chocolate for Applejack, but answred happily. "Yes, and I got you two in record time. I think I can spare an hour to relax and make sure you two are all right. Besides, it's been so long since I've had friends over."

Applejack seemed confused. She posed the question as he brought her cocoa. "Friends?"

The black pegasus kept a little grin with him. "Well, yes. Girls, I want you to understand. Aside from Edgar and Vincent, there aren't many folks around the forest who I can socialize with. Every now and then I'll visit Zecora and see if she needs help with any potions, plus I stop in to visit Trixie whenever she's passing by on her little traveling magic show. I remember she camped out under my tree for about four days because she was terrified about an encounter with an Ursa Major. I thoguht it was ridiculous because I know for a fact the Ursas hibernate that time of year."

Fluttershy began to get what he was saying. "You're just lonely aren't you?"

Fearwing was saddened. "Yes. Not hard to believe considerng my special talent for terror. I'm great at making ponies scream with pure fear and I get a good laugh from it, but no pony ever stays long enough for me to introduce myself."

Applejack felt bad for making him bring it up. "Aw, it's okay sugar cube. We know you're not all bad."

Fearwing started to smile again. "Really?"

The earth pony smiled back. "Darn tootin'. Aside from the whole being tied up and dragged here against my will, this is the best anypony has ever treated me."

Their host was overjoyed. "Thank you. It means alot."

The three of them sat and enjoyed their time together. After a while, Fluttershy asked a question that had been on her mind for some time. "Um...Fearwing?"

He noticed something bothered her and looked with some concern "Yes, Fluttershy?"

She was a bit hesitant. "Well...i-it's about earlier, when you promised to let us go after all this was done."

Fearwing seemed a bit puzzled. "What about?"

Fluttershy didn't make eye contact for fear of where this might go. "It's just...the way you promised. The ryhme, I was just wondering where you heard it from?"

The black pegasus went wide eyed for a moment, but then became stern. "It's...a part of my life that has long since passed. I don't wish to talk about it."

Applejack interuppted. "Okay, okay. Settle down there sport."

Fearwing took a deep breath, then took an apologetic tone. "I'm sorry about that. It's just I moved out herefor a reason and I really don't want to be compelled to go back." There was a ding of a timer. "Whoops, looks like my breaks over." He trotted over to his take off window and pused it open. He then turned to Fluttershy with a smile. "Who should I go after?"

Fluttershy was a bit shocked by the question. "I beg your pardon?"

Fearwing lifted off the floor and hovered over to her. "Simple, who would you rather I bring back next?"

The yellow pegasus was a pinch torn. On one hoof, whoever she picked would be in for the fright of a lifetime. On the other, whoever she picked would at least be safe with her instead of lost in the Everfree Forest, where something real bad could happen. "Rarity. She can't stand getting her hooves dirty, she's probably having a fit out there all alone out there in the muck."

He smiled grandly. "Rarity it is. I've been looking forward to this one. I've put together a real impressive act for this one." He flew toward the window. "I'll be back as soon as I can. Just ask Edgar and Vincent if you need anything." With that, he took off into the night.

Applejack was a litle worried. "I hope Rarity doesn't get it too bad. She's so refined, even the slightest bit of dirst on her coat is gonna have ever nerves all rattled."

Fluttershy started to regret her choice. "I know. I should have picked Rainbow Dash. She's not afraid of anything."

The earth pony turned the conversation into another direction. "On another note, did you see that look in Fearwings eyes when we asked him about the ryhme? Before he put his hoof down about not bringing up the subject, he looked real sad."

The yellow pegasus nodded. "I think something bad must have happened to him. Do you think he knows Pinkie Pie?"

Applejack thought it was obvious. "How many other ponies do you know, who have that commited to memory? Even then they'd only know it by hearing it from Pinkie."

The subject was a bit of a mystery, but something began to make Fluttershy's eye lids heavy. "I don't know why, but I'm a bit sleepy."

Applejack felt it to. She gave a yawn. "Yeah, I reckon it was the cocoa and the smores. Granny Smith always said that nothing gets ya ready for bed better than a hot meal." The ravens picked up on the girls' drowsy state and responded with an extra blanket. The girls couldn't resist. They just shut their eyes and went to sleep.


	10. Chapter 10

Fright Night in The Everfree Forest

Chapter 10

* * *

><p>Rarity was not having the best of nights. She was cold, shehad to step carefully to avoid getting her hoofs all muddy. The posh white unicorn wasn't at all shy about voicing her displeasure. "Oh, this simply will not do. Sure it was a nice idea, but at what cost. I'm sure something in this ghastly place is going to stain my perfect coat, this dreadful moisture in the air is going to make my mane all frizzy, and I can't ignore that foul stink for much longer." She gave an annoyed grunt. "Ugh! Pinkie Pie, when I get my hooves on you." Before she could finish, something fell on her face and blocked out her vision. "Aaaaaahhhh! Spider on my face! Spider! On! My! Face!" She continued her state of panic for some time.<p>

She ran, screamed, fell down a few hillsides, landed in a mud puddle, then pulled herself up. Rarity was simply shaking and surprisingly silent. One thing that she noticed was that, incredibly, her mane and tail were still in the same perfect style she had them in when she left the boutique. She smiled at this one little remainder, but it quickly vanished. As if by some sad twist of fate, her hair just...Poof...All frizzed out and messy. It resulted in what can only be described as a friz-fro, which hid her horn. Again silence, then some subtle squealing, and then...

* * *

><p>Fearwing was just putting the finishing touches on his little surprise. There was no doubt in his mind that this was going to scare Rarity out of her mind. Then, out of the blue something caught his ear. He his head out the door of his little set up and listened to what must have been one of the loudest screams he'd ever heard. He tapped a hoof to his chin. "That wasn't one of mine. It was pretty good, but it wasn't my work. I'm sure, she'll be fine."<p>

He kept to his work, arrangements needed to be made before Rarity showed. "Let's see, put this there, these over here. And of coarse my enchanted little surprise. Oh, Trixie, you sweet illusionist. All I need now is..." He was interuppted by hysterical sobbing that seemed to be getting closer. She enough, a mud covered, frizzy maned unicorn with a large flower covering her eyes came stumbling out of the woods. Fearwing seemed a bit worried. "Oh dear. Well, at least she's in my sights. Poor thing, I better start this little show before she gets hurt." He called to her. "Miss? Miss, are you alright?"

Rarity turned about trying to find the source of the voice. "Ah! Who's there? Where are you? I can't see anythng."

The black pegasus flew over and placed a hoof on her shoulder. "There, there, it's okay. You poor thing, you look like you've been throguh the worst night of your life."

The unicorn started to settle when she started to be directed. "Oh, it's been absolutely awful. Although it doesn't even compare to when I attended the gala."

Fearwing led her to a wagon that looked like a traveling shop. "The Grand Galloping Gala?"

Rarity smiled. "Oh, you've gone?"

He nodded, though he's sure she couldn't see. "I crash it every year. Celestia has tried every possible way to keep me out, but I always find a way to slip pass the guards. The last one was a particular treat. The animals from the gardens charged through and terrorized everypony. However the best part was watching Blueblood running out in tears because his outfit was soiled."

She gave a little giggle. "That was actually my handy work. That self-absorbed royal pain pushed me in the way of a flying cake so he wouldn't get dirty. I shook myself off on him."

Fearwing smiled bigger. "You I like. How about we get you cleaned up." He flew around her in a tight circle at incredible speeds. Globs of mud, gunk and the plant flew right out the door. When he was done, Fearwing landed in front of her to observe the result and he was stunned. Rarity was restored to her full glory. Mane and tail returned to their stylish glory, her coat brought back to it's pure white, and her sparkling azure eyes revealed. Allour wicked little friend could say was,"Wow. You look incredible."

Rarity blushed. "Well, thank you. Hhmhmhm, I must say, you're not so bad yourself."

He seemed surprised. "What, me? Oh, my dear, you are much too kind. I never do a thing as far as grooming, other than stand under a waterfall."

She smiled and shook her head. "Nonsense, your look is fabulouse darling. Your mane and tail, the way they just branch out where they please, gives them this whole sheik of the macabre."

Fearwing felt a sense of pride and flattery. He almost felt bad about having to do this. "M'lady, your words mean so much. Not many people appreciate the simpler charms of what I do. Tell, you what, because you've been so nice, you may choose any three items in my little shop here. Absolutely no charge."

Rarity finaly got to take a look at where she was. All around her were the most peculiar things. Antiques and odd little knic-knacks of the most interesting shape and design. She examined some little dolls made of feathers and twigs. "Ooh, such intricet patterns. There's a certain charm in such bizzare looking artifacts."

Her gracious host flew up behind her and draped a dark colored feather boa around her neck. "Mmmm, now that is you. This would go nice with a black dress and matching hat."

She was lost in the idea. "Some heels and some black eye shadow. A little grim, but positively gorgeous." Rarity turned to her host with an inquisitive look. "You wouldn't happen to have anything in the way of jewlery."

With a sly smile, he happily led her over to a table covered in black cushion. On it were some incredible pieces. There was a necklace with a silver skull medalion with emeralds for eyes. Next to it were two metalic black earrings that looked like bats. Fearwing brought these to her attention. "I believe these would go wonderfully with the little ensemble we were discussing."

Rarity's smile grew. "They're adorable." Something caught her sight, something in the corner of her eye at the end of the table. She approached to get a closer look and her jaw dropped. Her eyes widened with adoration. "It's beautiful." It was another necklace. A solid gold chain and attached, was a ruby, about the size of her hoof in the shape of one of the diamonds on her cutie mark. It was a simple design, but something just seemed to draw her closer.

Fearwing saw her and smiled. She took the bait, time to put his acting to the test. He swiftly inserted himself between her and the necklace with a look of panic in his eyes and a fake smile. "Oh, you wouldn't be interested in that old thing. I have some much better items around back..."

She moved him out of the way. "Are you mad? This is positively begiling. I must have it."

He opened his mouth to protest, but she gave him a look that made it clear she would not back down. He sighed. "Okay, but I must warn you, this particular item is not a hundred percent free."

Rarity seemed slightly offened at what he was getting to. "But you told me..."

Fearwing held up a hoof to silence her. "I assure you, no monetary transaction shall take place for this. However, like a few other items I have, there is always a price. Perhaps it would be best if I told you the full story. I was exploring a mountainous country, a bit back water, but peaceful. I came across a gypsy pony at her camp site. She offered me food, drink and rest from my travels. She asked for nothing in return, but I insisted on repaying her for her kindness. For my noble intentions, she rewarded me this necklace. It has been enchanted to give whoever wears it eternal youth and beauty."

She looked more happy and excited than ever. She imediately slipped on the necklace, much to Fearwings mock-dismay. "Young and beautiful forever! Oh this is spectacular, I'll be able to attend every gala, I'll be a legend, I'll be able to socialize with the princesses for eternity!"

The black pegasus put on a sad look. "But miss you didn't hear the rest."

Rarity was confused and worried by his tone. "Rest?"

He sadly lowered his head. "Let me show you." He brought her to the back of the wagon to a large object with a tarp over it. "You see, there's a catch. As long as you wear it you will be young and beautiful forever...but once you take it off." Rarity did just that and Fearwing closed his eyes in false remorse as he pulled the tarp away.

Rarity's eyes widened and her pupils shrank. She actually began to shake. It was a mirror, but what she saw. He complexion was wrinkled to the extreme, her purple mane was now gray as dust, her teeth were gone, her ears drooped, and there were bags under her eyes. There was a few minutes of silence in her pure shock, then, the most horrified scream she ever gave. Her eyes were closed so she didn't see Fearwing smile. Then, too his surprise, she fainted.

He was a bit startled. "Oh, no." He approached her. Nothing had changed, she was just as beautiful as ever. "Rarity, dear are you okay?" She was out cold. Fearwing felt bad. "That may have been just a pinch too much." He put his front legs underhers and lifted her into the air and off toward the tree house.

* * *

><p>A.J. and Fluttershy had woken up from their little nap. They got bored and decided on a card game with Edgar and Vincent. Applejack was getting a bit testy. "What do you mean go fish?" Edgar shrugged. The earth pony was getting mad. "You better not be trying to cheat me."<p>

Fluttershy tried to calm her down. "Applejack, let's just try to have a nice game."

A.J. was still peved. "I'm trying, but I just don't believe he doesn't have any threes" Vincent took a look at Edgar's cards when he wasn't looking. When he had a good look, Vincent made eye contact with Applejack, then held up two feathers on his left wing. The farm pony glared at Edgar. "You lying little snake in the grass!" She tried to jump at him, but the ropes wouldn't let her.

Their little party was interupted when Fearwing came in the door calling to his birds with a worried tone. "Boys, get the bed ready, we're going to need it."

He brought the unconscious, limp, Rarity to said bed and set her down as gently as possible. Fluttershy was shocked. "What did you do?"

Fearwing was quick with a response. "I scared her and she fainted. Vincent get some tea, Edgar get me the flowers I keep in my desk." The ravens did just as instructed. While Vincent readied the tea, Edgar flew over and brought his master the flowers. Fearwing held them under Rarity's nose and she started to stir. He spoke softly to her. "That's it Rarity come back to us."

The white unicorn opened her eyes sleepily. Then they shot open. "Ah! My youth! I'm ugly!"

Applejack was confused by Rarity's freak out. "What the hay are you talkin about. You look just the same as you always do, maybe even a bit better."

Rarity didn't understand, then Fearwing brought her a mirror. "My...my face. I'm still beautiful." She almost cried. "But you said..."

Fearwing looked ashamed. "It was all just a story. I was just trying to frighten you."

She was still confused. "But the mirror back at the shop."

He looked her in the eyes trying to calm her. "That was the enchanted part, not the necklace. Anyone who looks into that thing sees themself 50 years older. I had Trixie put up the illusion."

Rarity was still sad. "Why would you do something so mean?"

That stung. Those eyes of hers seemed to look right into Fearwings soul. "Oh, Rarity, " He gave her a hug. "I am so sorry."

She was a bit frightened. "I never told you my name."

Applejack answered. "It's okay, Rarity. He's a friend."

Rarity crawled over to the edge of the bed and saw two of her friends. "Applejack? Fluttershy? What are you doing here?"

Fluttershy answered. "Fearwing brought us here after he scared us."

Applejack gave a nod and a smile. "It's a pretty sweet deal once you get the hang of it. He's got some tea brewing for you if you'd like."

Rarity looked at Fearwing, who smiled at her and gave her a look that said 'I'm sorry.' She smiled back. "A cup of tea would be lovely."


	11. Chapter 11

Fright Night in The Everfree Forest

Chapter 11

* * *

><p>Time was starting to tick on by and Fearwing was getting ready to head out after his next target, Twilight Sparkle. It was going to take a good bit of work to pull this next one off. Fearwing went into a back room to get himself into character. He commisioned Edgar and Vincent to construct an crucial part of his scheme. In a show of good faith, our wicked little friend removed Applejack and Fluttershy's bonds. When asked why, he simply stated that he would feel better if they trusted him.<p>

Rarity had it easier than her two friends. Fearwing felt that she had already been through enough tonight and didn't need to be tied up like some animal. The unicorn, was believe it or not, greatful. Fearwing kept his word and let her keep the items from his little set up. She did think that the not-so-cursed necklace would look positively smashing with the dress she made for the gala. It could easily been said that Rarity was flattered with the treatment she received. She questioned the behavior that brought about their meeting, but Fearwing treated her like a queen.

Being the generous soul that she is the fashionista agreed to help Fearwing with the next step in his little horror show. "Let's see. I'm thinking magenta for the cape, or maybe a nice mauve, no definately magenta. Something that won't tear on a bush and won't stain, but something that'll flutter in the breeze as he runs."

Applejack rolled her eyes, listening to her unicorn friend fuss over the details. "You do realize that we could probably run out while Fearwing and his birds are preoccupied. Y'know, so we can warn the others about how he's trying to send 'em into shock."

Rarity gave the earth pony a bit of a look. "Why, that would be positively rude. After all, he's made sure the three of us are quite comfortable, more than made up for terrorizing us, has no intention of causing us harm, and he's promised to release us once he's had his fun."

Fluttershy gave a nod. "I agree. Fearwing's been so nice. I can't really decribe it, but he just makes me feel...safe. Like The scariest thing in the forest is looking over me.

A.J. still had her concerns. "But what about tying us up? That wasn't exactly neighborly."

"He didn't tie me up," Rarity answered. "and the two of you are free now. His words were, and I quote, 'I want the three of you to be able to trust that you aren't in any danger'. I think it's only right that he should be able to trust that we won't run away."

Applejack gave her unicorn friend a questioning look. "Point taken, but why are you helping him put together what will most likely be used to scare Twilight right up a tree."

Rarity blushed a bit and focussed on her work. "Well, I just thought that I would put myself to good use. It's the least I can do after what he's done for me. I was lost, alone, covered in filth, and was going through what could most possibly be the most awful bad-hair-day I have ever experienced, then I heard his voice. Fearwing brought me out of the cold and cleaned me up. He treated me like a princess, just like a prince would."

The other two exchanged looks of astonishment, Then applejack asked what was on their minds. "Rarity, are you starting to fall for this guy?"

The unicorn giggled a bit. "Hhmhmhmhm, he does have that certain savoir-faire. A rappier wit, loaded with charm, and I'll just go ahead and say that he is drop dead gorgeous! An absolute hunk! I thought Prince Blueblood was handsome, but Fearwing is like something out of a dream."

A.J. rolled her eyes again. "More like a nightmare."

Rarity paid the comment no mind. She giggled a bit. "Hehehe, the best part is. He think's I'm beautiful."

Fluttershy corrected her. "Rarity, a lot of ponies think you're beautiful."

The Unicorn gave a nod as she set the collar of her little project. "True, but he wasn't shy about telling me."

Speak of the pegasus and he shall appear. In this case, stumbling into the room with some sort or cylinder of fabric stuck over his front legs. It was black like his coat and stretchy to a point. He couldn't seem to get it passed it over his head. The master of fright tried his best to keep his balance, but eventualy fell in the midst of his three guests. He looked up at them, then gave a smile. "Hey girls."

They all moved in and Fluttershy asked the obvious. "Are you okay?"

Fearwing kept smiling and brushed off the question. "Ah, don't you worry about me, I've been through worse than a little trip."

Rarity left her little work bench to check on him. "What happened, darling?"

The black pegasus looked to the fabris restraining him. "I was trying to put this cover on to hide my wings. It'll help with the illusion."

Rarity and Fluttershy decided to help him out. He simply raised his front hooves and the cover over his head and they pulled it down until it covered his wings. Fearwing stood up again and examined it and how it hugged him firmly. One could hardly tell he was a pegasus. Applejack was a pinch confused. "Isn't this gonna slow you down?"

Fearwing was confident. "Nah, I'm still pretty fast on hoof. Besides, it'll all be worth it when I pull this off. Fluttershy, would you be kind enough to check on Edgar and Vincent?" The yellow pegasus gave a nod and left to her task. Fearwing turned to Rarity. "Now, what have we got so far on the cape."

Rarity brought him to the table and she showed him what she had made so far. "I followed your directions to the letter. Something with pressence and a high collar. I think you'll find it most effective in the way of making an impression, plus you can re-use it in a sophisticated ensemble."

He nodded and smiled. "It's perfect. I knew you'd come through."

She blushed. "It was my pleasure. I must say, I was rather impressed with the fine selection of fabrics. Where on earth did you get them all?"

Fearwing wasn't exactly sure he should explain that he stole that fabric from the palace in canterlot. "Oh...here and there. These monsters of mine need to look as real as possible."

Applejack started to worry about Twilight. "Exactly what are you setting up here?"

He was hoping somepony would ask. "You'll see in just a little bit. In the mean time, can I get you anything?"

Rarity took him up on his offer. "Another cup of tea would be wonderful. Oh, and could I have some more of those delightful cookies."

Fearwing gave a little bow. "Right away my, dear. And what about you Applejack?"

The earthpony shook her head. "No, I'm good. Thanks for asking."

Fluttershy entered silently and tapped Fearwing on the shoulder. Once she had his attention, she reported the progress of the birds. "Vincent and Edgar have finished. They did a pretty good job too, just like the drawing you gave them."

Our wicked friend was happy. "Wonderful, this is going to be so good. Rarity, I'll have your tea and cookies to you in just a sec." He moved to the kitchen area to perform his task.

Applejack was still suspicious. "Girls, I get the feeling he's not telling us everything."

Rarity shook her head. "Come now, Applejack. He's an absolute dear.

A.J. stood firm. "I represent the element of honesty remember? I can tell about this sort of thing and I think we're only getting half the story."

They were interupted by their host calling from the kitchen. "Rarity, would like sugar or honey in your tea?"

The unicorn smiled as she replied. "Honey, please."

Fearwing gave a rather familiar acknowledgement. "Okey dokey loki."

The girls' eyes widened and they exchnged looks. Applejack went on. "See, right there is another thing that weirds me out. and before that he did the Pinkie Pie swear."

Fluttershy added in. "Before he left to get Applejack, he told me he had just made a whole basket of cookies. Didn't Pinkie say she found a basket of cookies in her room today?"

Rarity thought this was getting a little strange. "So, does he know her?"

A.J. nodded. "He certainly acts like her enough. The baked goods, the way he's always smiling. He's even said a few of her catch phrases."

Their conversation came to a halt as their host returned. "Here you go, Rarity. I do hope you enjoy."

The unicorn put on a smile. "Thank you darling."

Fearwing gave another bow. "If you excuse me, I have to finish getting ready. Just a touch of invisibility powder,from Zecora, on my head, then I put on the costume and I'm out. I'll be taking the birds with me this time, so you'll be on your own for a little while."

Fluttershy responded kindly. "Okay then. We'll see you and Twilight when you get back."

He placed a hoof over her shoulder. "Yes you will. Get comfortable, I have a few games in the closet over yonder, and there's still some hot water left if you want more tea or cocoa. I'll be back as soon as I can." He left the three of them to do what they will. He didn't warn them not to leave, he didn't think it was needed.


	12. Chapter 12

Fright Night in The Everfree Forest

Chapter 12

* * *

><p>Twilight was starting to worry. She had been following maps for hours, but still couldn't figureout where she was. At the very least she expected to have run into one of her friends by now. All she could see was bushes, trees, and more bushes. Now, Twilight considered herself good underpressure, but she was willing to admit that she was starting to lose her cool. "Okay, Twilight. Keep it together girl. So, You're lost in the Everfree Forest, in the middle of the night, you're pretty sure that these maps haven't been updated in a long time, and you're friends are no where to be found. To top it all off, you're talking to yourself. Ohhhh, how do I keep getting involved in these messes?"<p>

She wandered around in search of some sign of anypony she knew. Even Zecora, passing by gathering herbs would have been a blessing, but she was denied even that. With everything that has gone on or is said to go on in this forest, she was scared that she might run into another cockatrice, or that ursa minor with a want for revenge. She just stayed on task and pushed forward.

* * *

><p>Fearwing wasn't too far away. He was liking his new disguise, for some reason, it just felt poetic. He watched his target from a small hill concealed in the trees. "Oh, miss Sparkle. You seem like such a brave one. However, I know what rattles you. Boys, I think the young miss needs a little softening up before I move in. Give her that old manuver we cooked up about a week ago. That should..." He stopped when he realized that he was talking to thin air. He looked about to see where those two fearther-brains went. He saw them perched on the top of the hill facing the opposite direction, like they were fixed on something. Fearwing walked up to see what was so interesting and his eyes widened when he discovered what it was. The ravens watched a pink earthpony with a sinister intent. She just Kind of bounced along a path she discovered, stopping every so often to smell the flowers and giggle as they tickled her nose, then she just kept on along.<p>

Edgar and Vincent were about to swoop in and terrorize her, but were stopped By two black hooves stepping on their tail feathers. They turned with a jolt to face their master. He growled at them. "No! I told you I would handle her. I don't want to remind you again! Now, go after the unicorn. Chase her **away** from the pink one. I'll follow in the shadows."

The birds hardly ever saw their master's rage, but when he did, it was the only time when they were scared of him. They nodded until he let go, then took off in Twilight's direction.

* * *

><p>Twilight went over the maps again. "Let's see, I already took the left at that tree, or maybe it was that one over there. Ugh! Forget the maps, I'll just send up a flair with my magic, the girlswill se it and I'll be able to think straight in no time." She concentrated and her horn began to glow. In a few more seconds, a bolt would shoot into the sky and draw the attention of her friends, if not for the strange circumstances that followed. Two ravens started to throw off her mojo. They pulled her mane, they grabbed her horn, anythin to keep her from concentrating. Twilight was getting mad. "Get away from me you crazy birds!" No matter how much she struggled, they would not let up. She ran, but the ravens just kept popping up in front of her, forcing her to turn. After a few minutes of relentless attack, they started to ease up.<p>

Twilight glared at them while they flew away. "Yeah, that's right. Keep running. You don't wanna mess with this unicorn."

She felt a sense of pride, but then she was caught off guard by something strange. "Twilight..." She looked around to find the source of the distant and ghostly voice. It reached her again. "Twilight..." It was louder this time and more distinctive. It was deep, raspy, and teasing. It sounded like it was getting closer. "Twilight Sparkle."

The unicorn scholar tried to stay calm, but this was starting to creep her out. "Wh-who's there?"

The voice answered mockingly. "Wouldn't you like to know?"

Twilight rolled her eyes. "Yes, that was sort of the point in asking."

No matter where she tried to pin-point it, the voice seemed to come from everywhere at once. "Now, now, no need to get so snippy. I thought you were better than that. A nice**...head**...on your shoulders." She didn't like the way that sounded, so she started walking away. The voice didn't like that. "Where are you going, Twilight?"

She ran and didn't look back. She found herself on a path that twisted and turned, but it seemed to go in circles. She was caught off guard when a tree root caught her and made her fall. She pulled herself up and shook off the impact. At this point, Twilight heard something she couldn't while she ran. The sound of hooves on stone. it started at a steady pace, almost like a jog, but it got steadily louder. She looked down the path she just came from and saw something strange. And orange glow, dim and shrouded by a haze. Twilight watched it glow brighter, then the source of the light came into full vision. It was was a black pony with a white tail, that wore a dark magenta cape which flapped in the breeze as he ran. The light itself came from a jack-o-lantern that the stranger wore on his head. The face had a wide smile of jagged teeth and evil looking eyes. This shape drew closer to Twilight with each breath she took. When he was in range, he pounced like a wild cat.

The frightened unicorn dodged and bolted in another direction. The being called to her. "You can't get away, Twilight."

She kept running, her hooves were numb, but it didn't matter, she just had to get away from him. The sound of his hooves was still banging in her ears like a drum. After a while she decided enough was enough. "Rrrrrr, that's it! No more miss nice unicorn." She pulled a full u-turn and charged at him. He tried to grab for her when she was in reach, but she evaided his grasp. Then with a powerful buck of her back legs, she felt sure she hit something. Twilight spun to face her attacker, just in time to see the jack-o-lantern go flying and smash against a tree, causing a bunch of fire flys to flyout in multiple directions. Our Proud purple unicorn friend felt triumphant, then she turned to the stranger with a taunting expression. "Ha! How do you like that? You tnk you're so tough, you've got nothi...eh?"

She was left speechless. She was supposed to be staring her attacker in the face, but instead, found nothing, but an empty space between his shoulders and the top of the collar of his cape. He stood unphased for a bit, then took a step toward her, then another. "You were saying?" Came his deep, menacing voice.

Twilight moved back as he advanced. She tripped and fell on her back, but kept pushing herself away. He just kept coming. Barely catching her breath, she managed to speak. "Y-you're...you're..."

The figure teased her. "Go on."

She kept fumbling the words. "The...the...th-th-the..."

He laughed a little. "Hehehe, say it. You know you want to."

Twilight's eyes were wide with pure fear. "The...The Headless Horse! Ahhhh!"

That scream made the fiend laugh and the sound echoed through the night. "Mwahahahahaha!"

The paniced unicorn tried to run ,but he was on her in no time. There was a struggle and Twilight tried to get away, but it was no use. Twilight could feel ropes tying her legs together, then a bag went over her head. She was positively terrified. Next, she felt somepony lift her onto their back. Thoughts ran through her head as she felt a shaking as her captor carried her through the woods. "_This is it! He's probably taking me to some dark cave, or a grave yard. Then he's gonna chop off my head! I'm gonna go out just like uncle Star Gazer!"_ these terrible thoughts were all she could think about. They stopped. This was where Twilight felt as if her heart would explode from the pressure. There was more movement, like they were going up stares, then the sound of a door opening.

In seconds, Twilight rolled off onto a wooden floor, then the bag was pulled off her head. She kept her eyes shut, but couldn't stop shaking. Then she heard a familiar voice. "Twilight?"

The unicorn opened one eye. "Fluttershy?" She looked and saw Rarity, Applejack, and Fluttershy smiling down at her. "Girls!" The ropes came loose and Twilight gave them a big hug. "I'm so so so happy to see you."

A familiar voice came from behind her. "Awww, isn't that sweet."

Twilight looked back to be reminded of who brought her there. "Ah! Girls look out! It's the Headless Horse!"

Rarity choked out a response as her scholarly friend tightened her grip. "Gak..He's not the Headless Horse."

Twilight was confused. Then she heard the caws of two ravens. The same two who chased her came through an open window with a bucket of water. They flew over the headless figure and poured it over him. To the surprise of the hysterical unicorn, the headless figure now had a head. His mane was soaked and he shook it dry. One could here a faint 'rah!' as it sprang out in many directions. Then the ravens removed his cape and two wings shot out to full length, cutting through a fabric cover. The pegasus let out a sigh of releif. "Ah, it's good to be me again."

The newest guest of this strange pony looked at him with disbelief. "How the...Who the...My head hurts."

He gave a little laugh. "Hmhmhm, don't worry my dear that'll fade in no time. I'm Fearwing Shadowhoof. Pleaed to make your aquaintence."

Twilight gave him a bit of a look. "Sounds like a fake name. What do you want with us?"

Applejack placed a hoof on her friends shoulder. "Trust me, sugar cube. Everything's okay."

Rarity stepped over to fearwing. "Quite right. Our dashing host here is simply playing a little game." She leaned in close to him as she finished, then looked into his eyes adoringly.

Fearwing stepped back. "Uh...right. Speaking of the game, I better fly. Rainbow Dash won't go down easy and Sunrise is only a few hours away." He took off with blinding speed.

Twilight was puzzled. "What just happened?"

Rarity let out a little sigh. "Don't worry darling, everything is going to be just fine. We'll fill you in."

The girls sat down to catch up on what was happening.


	13. Chapter 13

Fright Night in The Everfree Forest

Chapter 13

* * *

><p>Ever loyal and ever vigilant, Rainbow Dash scanned every inch of the Everfree Forest for any sign of Pinkie Pie. Only problem was that there was a whole lot of forest to cover and the fact that, after the first two hours, she got bored and passed out on a cloud. She didn't know how long she slept, or where she was. The constantly shifting wind moved her around the skies in no specific pattern. Our sleepy little friend passed over a few earlier incidents of fright without even realizing. Any scream or loud noise simply made her burry her head in the fluffy whiteness of her resting place. It was a sweet sight really, to see her sprawled out in the an enjoyable, deep sleep.<p>

At last, the rainbow maned pegasus awoke. She sat up, looking rather drowsy, and wiped the sleep from her eyes. Rainbow let out a yawn. "I so needed that. Was I supposed to be doing some... Oh my gosh, I forgot about Pinkie!" She dove off the cloud and soared above the trees, calling out to her lost friend as loud as she could. "Pinkie. Pinkie Pie. Come out come out where ever you are." No answer. She listened closely, hoping to pick up even the faintest giggle, but there was only the sound of insects chirping.

Then, out of no where, a faint cry. "Gotta get away. Gotta get away."

Rainbow flew down into the forest in an attempt to intercept the shouting. She landed in the midst of a few trees and didn't have enough time to look before the source of the shouting shot out of a bush and crashed into her. They rolled a few feet, then stopped, facing each other on the ground. Rainbow got up and rubbed the back of her head, then glared at the black, white maned pegasus thathad knocked her down. "Hey, What's the big idea?"

He was in a state of panic. "It's after me! I gotta go, gotta go!"

Rainbow was a bit shocked by this. Her look turned from anger to worry. "Woah, easy now. What happened?"

The frightened pegasus tried to explain. "I...I was just minding my own buisness, flying over the forest to go visit my grandma in Manehattan, then it came out of no where and came after me."

She wanted to know more. "What did? What's after you?"

He shook his head trying to get a grip. "I don't know, I don't know! It flew after, tried to grab me and no matter how fast I went, it just got closer." The paniced pegasus grabbed Rainbow Dash by the shoulders and shook her a little as he went on. "You've gotta get out of here. If that thing sees you it'll keep chasing you until it gets you. Fly...fly for your life!" With that last warning, he shot into the air like a rocket.

Rainbow didn't know what to make of all that, but she did have a renewed resolve. "I'm...gonna go ahead and find the girls now." She flew off the ground and started weaving through the trees. Every so often she'd call out for one of the girls, but with no reply. This went on for several minutes. "Ugh!", then she shouted. "Where are you guys?" This call was answered, but not by any of her friends. It was a horrible shreiking that seemed to be coming from everywhere at once. Dash looked around with a startled expression. "What was that?" She caught a glimpse of something in the corner of her eye. She turned and focused her gaze in that direction. Then something darted from one tree to another, and repeated with five trees. Then it came out and started weaving inbetween trees. As it got closer, Rainbow could see how huge it was. It never touched the ground, just floated like a spectre. Rainbow started flying away from the shape.

She Didn't hold anything back, just kept moving. She glanced back for a moment, and couldn't see the thing. She returned to focusing on any obstacle in front of her. Then, out of no where, Rainbow felt something. It was like a towel wrapped around her chest, but when she looked down, there was nothing, but she felt it and it seemed as though something was tugging on her. Before she could figure anything out, another ear-splitting shreik filled the air. She looked back and there it was. It was like a huge brown ball of living rags. Torn edges flapped as it flew after her with it's branch like clawed hands reached forward, grasping and swiping. It's face was three black holes. Two wide jagged circles for eyes and a huge gaping maw with jagged teeth. Rainbow let out a gasp, which the creature reacted to by putting on an angry glare and let out another shriek, while moving closer.

Rainbow dodged a swipe of it's claws just in time. "You want some of this? Bring it on!" She shouted defiantly. She shot up at an angle and broke through the tree tops. Having put more distance between her and the thing, she did a few fancy manuvers to try and shake it, but to no use. It just kept following her and it would start to catch up if she stayed straight for too long. It was plain as the look on her face. Rainbow Dash was starting to freak out.

* * *

><p>Our multi-colored friend wasn't the only one having trouble. We now turn to the living absence of color, Fearwing, who was operating the 'creature' from within. He was working some sort of reel, about the size of his head, but no line could be seen. He had a raven either above or below, both working up a sweat. Their master was getting a work-out too. "Okay, ease up on the turn, then bring her in. Go in too the loop., then...Ah!" The crank slipped and hit him several times in the chin as Rainbow pulled away. He grabbed on and started turning with all his strength.<p>

Vincent, working the arms of the contraption, gave an inquisitive caw. Fearwing focused on his target. "Simple, using a towel, some rope, and the left over invisibility potion, I've come up with a stable link between s and Rainbow Dash. Now no matter how far we go, or how fast she flys, we'll keep up with her, even if we get dragged along." Edgar gave a whining squawk and his master gave him a look. "You just keep matching the facial expressions with my vocalizations. I need more angry eyes. Besides, it might be difficult, but we may be the first to attempt extreme puppeteering. So keep pulling strings and for the love of all things spooky, don't stop flapping."

* * *

><p>The event that took place in the sky that night was truly a sight to pegasus and the pursuer looped and spun and darted around the open air. Try as Rainbow might, she just couldn't shake this monster. No matter how much space she put in between, it kept getting closer and closer. She looked back once more, then turned her head back facing front and shut her eyes tight. The creature opened it's maw and came ever closer. Rainbow could feel her tail brush the lower half of the things jaws. She couldn't help but feel positively terrified.<p>

She shook her head. "No, no, no ,no ,no." She felt something brush against her stomach. She was half way in it's mouth now. She let out the loudest, most fear-filled scream she ever did. In a brief moment of panic, she opened her eyes, but was met with a worse sight than the thing that pursued her. She let out a paniced and audible, "Oh my gosh!"

* * *

><p>Inside the contraption, Fearwing grinned wickedly. His target was halfway through the opening and that scream told him it was time to end the chase. "Alright boys, grab her on three. One...two..." He couldn't finish. Through the open mouth, he could see what Rainbow saw. His eyes widened, he took a gulp of air, then simply stated. "Oh, boo."<p>

* * *

><p>The chase of frightful proportions came to an abrupt halt when they crashed right into a mountain side. Bits of moss and broken twigs went flying in several directions. The mass of cloth , rope and wood, containg two pegasi and two ravens started to tumble downhill. They even rolled behind a completely oblivious Pinkie Pie on their way down. Their trip ended when they reached bottom and put into a slowed roll until they hit a tree. The mass was still for a moment, then two winged ponies crawled out looking pretty beat. Edgar and Vincent stumbled out after, then passed out on the grass. Rainbow and Fearwing shook off the impact, but still felt pretty dizzy.<p>

They looked each other in the eye and glared. "You...why I oughta..." They said in tandem. Then their anger subsided into just plain tired. "Ah, forget it." The two collapsed from the exaustion of their little show.

* * *

><p>Back at Fearwing's hide away, Twilight was still trying to grasp the situation. "So, let me get this straight. We're being held captive by some crazed pegasus that gets his kicks from making ponies scream, after he pulled a well worded fright on Fluttershy, and ironic attack on Applejack, Tricked Rarity into thinking she lost her youth and beauty, and sent me for a whirl with a visit from the headless horse."<p>

Applejack nodded. "To quote my big brother, eeyup."

Fluttershy agreed. " uh-huh."

Rarity was in back. "That just about hits the nail on the head, darling."

Twilight was puzzled. 'Rarity, what are you doing?"

The white unicorn was dusting about. "Well, this place is positively filthy. A stallion of Fearwing's calibur deserves better than this."

A.J. shook her head. "You've gone completely bonkers haven't ya."

Rarity took a slight offense. "Hmph, well excuse me for trying to repay kindness. Besides, I need to keep my self busy."

Twilight was starting to lose her cool. "This is crazy! Why aren't we running away? have you all forgotten that he's out there right now trying to hunt down Rainbow? And poor Pinkie is still wandering around out thee alone."

Fluttershy had a comment. "Actually Twilight...I,um, kind of...like it here."

The unicorn scholar couldn't believe her ears. "What?"

Applejack let out a sigh. "I can't believe I'm saying this, but maybe it is for the best if we just wait this out. I can spot aliar from a mile away and I think Fearwing's telling the truth. If we just sit and wait, he'll come back with Rainbow and Pinkie, then we can all go home."

Rarity let out a startled gasp. "Girls, come look at this."

They gathered round to see what was causing such a fuss. They were all shocked by what Rarity found. It was a picture of a young Fearwing, holding a baby Pinkie Pie. Twilight's jaw dropped. "Okay, that's something unexpected."

Fluttershy asked the obvious. "Could he be related to Pinkie?"

Applejack didn't believe it. "No way. It's gotta be something else."

Rarity nodded. "There has to be some other explanation. Fearwing's too stable and well mannered. I couldn't imagine what kind of connection he has to Pinkie."

A familiar voice came from the door way. "She's my little sister." The girls turned with a start, to find Fearwing had returned. He walked in with a steady calm, pulling a sleeping Rainbow in the pile of rags that once chased her. He stopped once she was far enoguh in. He lifted her gently and placed her on the bed. "Poor dear." said Fearwing with a slight coo. "She went and gave it her best, but she just couldn't hold that scream. Although she did manage to destroy the screaming banshee." His attention turned to the other four. "Now shall we discuss your snooping in my buisness?"

Rarity threw herself on his mercy. "I'm sorry, Fearwing. I just wanted to tidy up and then I found the photo and I was surprised.

He placed a hoof under her chin to stop the gab. "It's alrihgt, I'm not mad. Fluttershy, would you be kind enough to put Vincent and Edgar in their cage. hey've had a rough flight." Fluttershy did as told, lifting the sleeping birds in her arms and holding them like she would for Angel when he was sleepy. Fearwing went back to talking to Rarity. 'Thankyou for cleaning up. That was very sweet of you." He brushed her cheek as he left her to approach the two others. She swooned and fell to the floor.

Twilight had to ask. "Did you say Pinkie was your _sister_? We're positive that we're talking about the same Pinkie right?"

Fearwing ansered happily. "Well, half-sister really. We have the same father, but no one knows who my mother is."

Applejack wanted things cleared up. "How come she never mentioned you?"

The black pegasus raised an eyebrow and grinned. "Did you ever ask?" They shook their heads. "Same old Pinkamena. By the way, look what we have here." Rarity and Fluttershy returned and faced him with their friends, next to the still out-cold Rainbow Dash. "Five little ponies have fallen prey to the master of fright. One little pony is left to face me. I do believe that victory is mine. Hmhmhmhmhmhm, heheheheheh. Mwahahahahahahaha!"

This diabolical laugh made the four cringe and Rainbow hugged a pillow for security. Fearwing flew around them in circles, then took off through the window for his last run of the night. He lnew it wouldn't be easy, but it would most definately be fun.


	14. Chapter 14

Fright Night in The Everfree Forest

Chapter 14

* * *

><p>Now, Fearwing considered himself an overall nice guy. Sure, he would admit that his first instinct when seeing a new face is to make it pop with pure terror, but still, he was kind when he wanted to be. One thing he would always say about himself is that he remembers everything. Even the most simple and fuzzy memories of his child hood...and how much it reeked. Sure his father and adoptive mother were as loving as any set of parents could be, but they were just so...dull. They believed a pony should know the value of hard work, even at a young age. Which is why Fearwing was put to work moving rocks from one side of the field to the other, which to him seemed ridiculose, even back then. What was the point of all that rock turning? What hurt him most was when he saw other pegasi fly above the farm, on their way to flight school.<p>

This stung him at it's worst one day when one of looked down at him, waved, then landed to say hello.

* * *

><p><em>Fearwing was going about his usual chorse. He had swept the house, moved the rocks across the field, helped father seperate the different types of rocks, watered the rocks. Again, he never really understood, something about the dryness and cracks, anywhoo. He also had to help Ma with the triplets, which was a full days work, even if it did take only an hour.<em>

_When he was done with that, Fearwing had to rotate the rocks again. He went on in a glum state and just nudged the rocks along witha sigh. Then something unexpected happened. _

_"Hey!" Called a voice from above. "Hey you."_

_The colt who would one day be Fearwing looked up with confusion, and called back. "Are you talking to me?"_

_"Yeah." Out from the shine of the sun came a young yellow pegasus with an orange mane. She landed in front of him with a smile. "Hi, I've seen you down here working the past couple of days I've flown by. I was wondering why you weren't going to flight school."_

_He nodded his head with enthusiasm. "I've always wanted to," His smile faded and he looked kind of down. "but dad won't let me. He says I shouldn't be trying to put my head in the clouds, that I should stay firm on the ground with the family."_

_She smiled at him and raised an eye brow. "But you're a pegasus. Don't you think you should be using those wings?"_

_He spread his wings and looked them over with a sad look of want. "I do, but...I don't know what to do."_

_The filly took a step closer and placed a hoof on his shoulder. "Come on. You can go to flight school with me. It'll be great, the teachers will help you really blast through the clouds. The feeling of rushing through the air at top speeds, learning to control the weather with great skill. And trick flying's the best! Perfect timing and inventive skill. I got my cutie mark in that class a couple of days ago." She sturned to show him. It was a fireball leaving a lightning trail._

_"Wow." Fearwing look to his own, bare, flank and sighed. "I wish I had my cutie mark, but I'm always so busy working, I never have time to figure out what my special talent is."_

_She put on a reasuring tone of voice. "That's why you should come with me. I'm sure it'll help you learn what you're good at and if you like it and your dad sees how happy you are, then he'll let you go again for sure."_

_He seemed hopeful. "You think so?"_

_She stepped back and gave a nod. "I know so. I'm Spitfire by the way. What's your name?"_

_He opend his mouth to answer, but the stern nd slightly frustrated call of his father made him shut uo and shake. "Son! Why aren't the rocks in the south west corner of the farm turned yet? We have a busy day ahead and we don't have time to waste."_

_Fearwing bowed his head in sorrow. He looked up at Spitfire, who seemed saddened by his own misery. He started to shyly back away. "I...I..I gotta go." With that he ran to his work and Spitfire flew back into the sky._

* * *

><p>Fearwing scowled at the memory as he soared through the air, scanning the forest for Pinkie. After that day, he started sneaking out at night to practice his flying. It took awhile, but he mastered weather control, his speed went up as he trained, and his acrobatic skills in the air were un-matched. He didn't have the many flashy techniques flight-school will teach you, but he had his own style, that was all the more incredible. He thought back to the farm. He remembered the rough times, arguing with his father when his late night training had been ousted, being scolded for shirking off his responsibilities to laze about plotting after he discovered his skill in causing fear, but we'll talk about that another day.<p>

He did however remember the good times, most of them involved his favorite sister. Pinkie was the one thing in his dull, dismal life, that made him smile no matter what. He remembered helping her walk for the first time, staying beside her to catch her if she should fall. One day, while playing with her blocks, she stood up on her wobblely little legs and toddled on over to him after he had put Blinky down for a nap. All on her own, and he was the proudest in the whole house.

Fearwing sighed. "Those were the days. Little Pinkamena and me, no one else in the world mattered. I remember when I first took her up in the air with me. That laugh...Hmhmhm, I love that laugh. Now look at her, all grown up and I missed it all." His train of thought was interrupted by the sound of humming. He swooped down and hid himself in the leaves of a tree as Pinkie passed by with a smile on her face, bouncing along in her usual fashion. Fearwing gave a hushed giggle. "Hehehe, oh Pinkamena, you've still got it. I don't know how, but you always make me smile."

Pinkie was headed for a patch of green that was further up the path. Fearwing's eyes lit up. "Ooh, she's heading straight for my vile Mr. Vine set up. That'll get her good." he shot up out of the trees and in a steady glide, silently made his way to his little trap.

* * *

><p>Pinkie was, for lack of a beter term, being Pinkie. She happily went along the trail and started to sing a bit of her tune. "Cupcakes, so seet and tasty. Cupcakes, la la la lala. Cupcakes. Cupcakes cupcakes cupcakes! Hahahahaha. Wow, this sure is taking longer than I thought. I was sure I'd find Luna's blanket by now. I wonder what happened to the girls. Oh well, I'm sure I'll meet up with them later." She just smiled and kept on bouncing. When our little pink miss came across the patch of green, she became entranced by the bright color. Without caution, Pinkie walked into the little oasis with a look of wonder. There was a bunch of flowers that she just had to shove her face in and take a big wiff. She pulled back giggling. "Hehehehe, it tickles."<p>

She continued to look around, then stopped to get a drink from the little pool that served as the plants water source. As she did, something began to creep up behind her. Pinkie lifted her head from her drink and then saw something big behind her in the reflection. Before she could react something grabbed her by the tail and lifted her into the air. Pinkie was a bit surprised, but she didn't scream. She examined her attacker and was a bit creeped out by the twisted vines that coiled into the shape of a long, skinny arm, which led to a body that was as twisted and menacing. It's eyes were a glow with yellow light, but no mouth. The thing stared at his prey with contempt, but Pinkie wasn't paying attention to it's eyes.

On the fore head of the beast was a bright pink flower with a sunny yellow center, which stood out among the thorny green vines it was comprised of. The pink earth pony's eyes fixed on this. "Ooooh, pretty." She reached out a hoof and plucked the flower right off the brute. Now the creature's eyes just seemed to spell out 'uh-oh'. Now the flower actually served as a kind of linch pin and when removed, both the creature's arms just fell off. Pinkie rolled out of the grasp of the fallen arm and managed to keep her flower safe. With a smile, she placed it in her mane, just above her right ear. She turned to her failed abductor, who seemed distressed over the loss of it's limbs, then smiled and spoke in a happy reassuring voice. "hmhmhm, don't worry silly. You're a plant, they'll grow back." She then left the scene to continue her quest, humming a little tune.

When she was gone, two black hooves poked out of the mass of vines and opened a hole,which Fearwing climbed out of. He rubbed under his chin in a state of thought. "Okay, that didn't work. Perhaps I need to try somethying a bit more intangible. I better go get some help. Some _great and powerful _help. Hmhmhmhmmwahahahahaha." He spread his wings and shot up into the starry night sky to his destination.


	15. Chapter 15

Fright Night in The Everfree Forest

Chapter 15

* * *

><p>On a cobblestone road that would lead one to Fillydelphia, a wagon is pulled over and parked on the side. Inside, snug in her little bed, cuddling a purple teddy bear covered in stars, was Trixie. She had given one of her best performances that day and she was completely out of it. The silver maned unicorn smiled in her sleep, she was having a good dream about a performance. Shelet a few words go without knowing. "Thank you thank you...You're a great crowd...yes, yes, I know I'm wonderful." She yawned a bit, snuggled her bear closer to her and snuggled deeper into the blanket.<p>

Her peaceful sleep was interupted. There was a knock at the door. The disturbance sounded something like this. Knock knock knock "Trixie" Knock knock knock"Trixie" Knock knock knock "Trixie." The unicorn rolled a little in her bed, but stayed tucked in tight, pulling up the covers some more. The noise got louder. Knock knock knock "Trixie" Knock knock knock"Trixie" Knock knock knock "Trixie." She grabbed her pillow and shoved it over her face. At this point, Fearwing just let himself in and started again on her bed-post. Knock knock knock."Trixie" Knock knock knock"Trixie" Knock knock knock "Trixie."

The greatly annoyed and powerfuly tired magician finaly sat up and glared at him with a look that said she was angry enough to hit him, but too sleepy to move another inch. "It's 4 AM. What could you possibly want?"

Upon hearing the time, the black pegasus decided on the short version. "Well, long story short, I had to scare six ponies by sun-rise and I'm stuck on the last one. I need your help."

Trixie raised an eyebrow. "Would this last pony happen to be Twilight Sparkle?"

Fearwing answered with a shy smile. "No, but if it helps my chances, I already got her."

"Got her good?" Asked the silver maned unicorn with a smile.

He smiled back with that wonderful charm of his. "Think about who you're talking to and ask again."

She laughed a little, then yawned deep. "Okay, you've peeked my interest, but it has been a long day. What kind of insentive can you offer?"

Fearwing sighed. He knew she'd want something. It didn't take long for him to think of an answer. "You know how at the end of your shows, on occasion, one of the _monsters_ you say you've defeated rushes the stage seeking revenge? Then you vanquish it and everypony cheers because they've seen it happen?"

Trixie seemed confused. "Yeah?"

He gave a sly grin. "How would you like it to happen for free?"

She grinned her biggest. "I'm in. Now please do tell, what has that ghastly little mind of yours whiped up for my amazing feats of magic?"

Fearwing laughed. "Hmhmhmhahaha! You'll see soon enough." He grabbed hold of her. "Now away we go!" With a great flap of his wings, the pair shot out the open window and rocketed into the night.

* * *

><p>Pinkie was blissfully unaware of the trouble brewing. She looked high and low as she continued her march up the mountain. "Baby blanket, baby blanket. My kingdom for a baby blanket. Well, maybe not a kingdom, maybe just a really big cake."<p>

Her thoughts were simple, what Luna's expression would be when she got her cherished item back, and what kind of donuts would be good for breakfast. Then, a not so pleasent thought came into her little mind. "Gee, I still haven't seen any sign of the girls. I was sure I'd see Dashie or Fluttershy or even Luna fly over by now." For the first time that night, she showed a little bit of worry, but if there's one thing that can be said about Pinkie Pie, it's that when she sets out to do something, she does it. The mountain from this point on was incredibly grim. Her normal sense of humor and bright outlook weren't going to help our sweet little friend now.

After a few more minutes of walking on the path, she reached the point where it emptied into a large flat area. It reminded her of the time she and the girls went to get that red dragon to leave, but this place had dead trees all around, even blocking the cliff. There was a cave with jagged edges all around. Pinkie got the idea that maybe the blanket was in there and was stuck on a rock. It was dark and imposing and as she stepped toward it, our friend was met with some supernatural wind that flew out of it, making the worst kind of wail against the rocks. Pinkie stepped back as the wind grew stronger.

A new sound eminated from the wind. It was low and menacing, like a growl. A thick smoke started to flow out of the mouth of the cave, it flowed around Pinkie, fast and furious. The pink earth pony was startled, her head turning from one side to the next watching the grey mist. As it rushed out, it started to take form. A massive arm formed at both sides of our little friend. They led to a large mass which shappened and developed definition. It finalized into a torso and instead of legs, there was a long ghostly tail that connected to the smoke flowing out of the cave. At last, between it's massive shoulders, a head began to form. It was flat topped and narrowed at the snout, two massive yellow eyes, with no irises or pupils looking right at Pinkie with a rage. Then it's jaws started to open, a line of fangs that dripped with venom and a forked toungue that flicked as the creature bellowed. Finally two large frill appeared on each side of it's head.

Pinkie's eyes widened as the creature leaned in and roared with a ferocity that blew her mane back. When it finished, it glared at her, heaving with it's breath. Pinkie was still and silent for about a minute, but something strange occured. With this massive phantom lizard's muzzle just inches away from her, ready to snatch her up in it's jaws, she smiled. Pinkie reached up and pressed on it's nose with her hoof and made a cheerful "HONK!" sound. She giggled and left the beast dumbfounded as she skipped off into the cave.

* * *

><p>The creature was still for a few moments, but then began to disperse. When the smoke cleared up to it's neck, Fearwing dropped out of the opening, causing the rest of it to go up in smoke, so to speak. He landed with a thud, then shook his head. When he cleared his senses, he blurted out. "I don't believe it."<p>

Trixie stepped out between her hiding place behind one of the trees. She walked over to Fearwing and helpd him back up. "That pony isn't all there, is she?"

He took some offense. "Watch it now. That's my sister your talking about."

She nodded. "Right, sorry, I forgot. So does this mean our deal's off?"

Fearwing tried to regulate his breathing after that huge roar. "Fwooh...no. I was gonna stop charging anyway. What are friends for right?"

Trixie smiled, then gave him a little peck on the cheek. "Hmhmhmhm, you're sweet. Need anything else or can I go back to sleep?"

He blushed from the kiss and smiled, then put a hoof under her chin and lifted her to eye level. "Nah, you head home and get your beauty sleep. Lucky for me, that cave just so happens to be the biggest spook in my bag of tricks. I was just hoping that I wouldn't need to use it on her." She nodded and took a step back. Her horn glowed and she gave a wink, then in a flash, she was gone. "Huh? She finaly got a good grip of that teleportation spell. Well, back to work. Look out Pinkamena, big brother's back and he's done playing games."

Fearwing flew into the cave after Pinkie and was more than willing to pull out all the stops.


	16. Chapter 16

Fright Night in The Everfree Forest

Chapter 16

* * *

><p>Fearwing dashed around the shadows of the cave like a parasprite on the biggest sugar rush in known history. This really was one of the most horrifying things he's ever devised, but like a portrait in dominos, it only works if everything is set just right. He rambled in his work. "Oh, I do love my sister so, but this has gone on long enough. She wanted to scream, I could tell, but why didn't she? This'll do it...oh yes. She won't resist this time." He admired his work. "A little more of Zecora's glow dust here and...done."<p>

He dropped from the piece of the contraption and glided across the cave, landing in a dark corner mark with a neatly folded gray cloak. He put it on a pulled the hood over his head, then he checked the mirror to make sure his face could not be seen in the dark. "Perfect," said Fearwing with a sly grin. "If she recognizes me for a second then the plan is bust. No screaming, just looks of wonder and questions as to where I've been and whether or not she's imagining it." His eyes widened as the sound of hooves on stone came down the cave. "And there she is now. To quote Bellamina in her adopted persona, "Time to make da magics."

* * *

><p>Pinkie kept at a normal pace, scanning the cave for any trace of the blanket. Things were starting to get to our loveable little friend. She didn't want to show it, because she remembered Grammy Pie's advice and was determine dto live up to it, but how much of this could one pony hold up against? Aside from the chain of events, the cave it's self was taxing on one's nerves, with it's strange rock formations and ominous shadows cast on the wall. The creepiest part was that the light of the moon showed a singular path deep into the dark.<p>

Pinkie felt the urge to think out loud, just to break the silence. "Of all the places there could be for something big, mean and scary to jump out at you, this would be spot one. And I can't see anything outside the moon light. _Fwoof_...I just gotta keep my chin up. My name is Pinkie Pie, I like laughing, big hugs and baked goods." She kept this last sentence on a loop in order to give herself a sense of bravery. Then something caught her eye. "What the?"

She approached the oddity with more curiosity than caution. it was some sort of wooden hatch in the middle of the floor. It was big enough for two ponies to go through at once and was locked shut with a black, metal bar. Pinkie reached a hoof and gave it a littletap, then it reacted, as if somepony or something was trying to break through. She was shocked and took a few steps back, only to be stopped by somepony behind her.

"Quite intimidating, is it not?" Said the cloaked stallion. "Though, I can assure you, it's bite is far worse than it's bark."

Pinkie turned to face him. "Oh, hi there. I'm Pinkie Pie." She could swear she recognized the voice, but she just could figure where from.

"I know. You've been giving me some trouble." He paced around her, cloak flowing as he did. "Your cheerfull nature, is...for lack of a better term...adorable. However, I think now it's time you stopped playing games. That's my thing."

Pinkie tilted her head and gave him an inquisitive look. "Game?" She smiled. "I love games! What game is it?"

The stallion(Fearwing if you can't remember) answered in a slightly joking tone. "Think of it as a game of hide and seek. I seek and you and your friends try to hide."

She went wide eyed at that remark, then she seemed mad. "What do you mean by my friends?"

He was casual. "Oh, I already met them. Now those are some ponies that can bend before fear. It doesn't matter though, they're secure in my lair waiting for you to join them."

Pinkie took one of those rare serious moments. "What do you want?"

Fearwing chuckled. "Hehehehe, to win, my dear. Now here's my offer." He showed her the hatch once more. "Down there, is a bit of a merry-go-round of frights and terror. If you want to see your friends again, you'll go through that hatch and face whatever's on the other side."

She looked at it with some worry, then back to him. "Oh...okie dokie then. I'm sure it couldn't be that bad."

His eyes widened, then narrowed in offense. "Couldn't be...Oh you wanaa bet? Bigger and tougher things than you have stumbled into that mess and were left completely mad, or a hollow shell of their former selves." He pulled her over and hugged her with his front left, focusing her on the door of horror. "Now, my dear, does it still sound like it couldn't be _that_ bad?"

Pinkie took a deep breath in and out, then pulled away from him and glared at him with determination. "My friends need me and I'll do anything to help them."

Fearwing smiled behind his hood. "I bet you will. hmhmhmhmmmmm. I bet you will." He approached the door and started to undo the latch. He paused. "You're scared, aren't you miss?"

She didn't know how t respond, so she raised a confused eyebrow and answered. "Yeah, I am. Does it matter?"

He took on a casual friendly tone. "It's just that...as long as you're scared, all you have to do is scream. Loud as you can and it's all over. I scared you, you scream in fear, I win, everypony goes home happy. Really, there's no reason to be playing this silly, little game."

Pinkie smiled and her eyes said, bring it on. "I like silly games."

Fearwing smiled in reply, then opened the hatch. Pinkie stepped closer to it and leaned forward to see if she could find a stair-case in the dark. Without warning some black tarp shot out, wrapped around her and yanked her in. Fearwing watched in a calm amusement.

* * *

><p>As she was pulled deep into the depths of the seemingly endless darkness, Pinkie felt a state of pure helplessness. As she plunged into the shadows, images of the foulest fiends popped out at random points when she reached close proximity. Each one glowed in unnatural colors, made of fur or shell or scaly skin and each with it's own ghastly shreik. She eventualy landed and slid a bit until coming to a full stop. She sat, shaking her head from the rush of the sudden halt, then the oddest thing happened. She got the sudden sensation that she was starting to spin. It wasn't to long before the rush of air had her mane flowing to the left. In this unexpected spin, Pinkie was subjected to another collection of ghoulish figures. Horrible creatures were popping up here and there, reaching out for her. She scooted back, but she hit some sort of pole. When she turned to react, she discovered it was a massive, skeletal, eagle claw. It glowed a sickening green and lurched toward her, openin to seize her in it's grip.<p>

Pinkie curled up in the center and shivered at the sight, and to her great surprise, there was a loud sound of a spring and she was launched into the air. She didn't think it would be a long drop, but she actualy fell passed the floor, going deeper into the maze. The fall alone would have caused some damage, but she found herself being slowed down by layer upon layer of spider webs. Scattered along the walls of the drop were sights of the repulsive arachnids that made them. If not for being terrified beyond imagination, Pinkiw would have marveled at the neon colors.

She finally landed with an abrupt _plop._ She shook her head and brushed some of the cobwebs out of her fluffy, pink mane. To her surprise, the floor started to light up. Bright orange and swirls of black decorated the floor. Her look of wonder was cut short and she jumped when Fearwing's voice came echoing in. "Enjoying yourself? Why not go for a walk?"

Pinkie looked at the path ahead with concern. There didn't appear to be anything waiting for her, but then it wouldn't be a scare if she could see it coming. She walked out onto the floor and for the first 30 seconds, things were good. Then a giant red, hairy lion paw came down and landed in front of her with a ground-shaking thud just a few inches before her. After her heart caught up with her, she heard him speak again. "Oh, I wouldn't step there." Pinkie darted in a different direction and a dragons claw crashed in front of her this time. "And I wouldn't step there." She moved in multiple directions and each time she did, a different foot came down.

* * *

><p>Fearwing continued his taunting as he hovered close to the ceiling, dropping the stompers when appropriate. "In fact, I'd only step round with the greatest of care and it's hopeless to try to escape through the air, beause I promise we are every which where!" He took a short side-bar. "I've gotta not hang around Zecora so much. I'm starting to do that ryhming thing. How on earth does she do that?" He snapped out of it just in time to catch his sister's movements.<p>

He let out a soft chuckle. "That's right Pinkamena, just a little further...there!" He darted over to a hidden button which would activate a trap dor, which would send Pinkie into the final room. Fearwing had a sinister glee about him as he redied to hit the button, then his expression faded as he thought. "Am I really going to subject my beloved baby sister to unspeakable terror, just so I can get a girl I like to move in with me?" His smile grew back. "Hehehe, of coarse I am!" Click went the button.

* * *

><p>Pinkie was fronzen in plaze, sitting still as a statue as while the giant monster feet stomped around her. Then she heard something give way and she sank a little. She looked down just in time for her to fall backwards onto a massive slide. Down on her back, going crazy speeds, images of the foulest creatures flashed before her and random colors strobed across the room. The most insane cackling and wicked eyes glaring, while sliding back with no control or idea of where she was going, made pinkie shiver and her eyes widen. Speed increasing, images and noises becoming more and more wild, poor Pinkie hadn't felt anything like this before. Suddenly things got real quiet and sights vanished. Pinkie focused to see if it was over and all at once, every horror popped out for one last big "RAH!"<p>

* * *

><p>Fearwing waited outside with a quiet anticipation. Then his excitement grew when his sister fell out of the exit at the base of the mountain. Fearwing had to admit such a large and complicated cave system was a lucky find for him. His darling little sister shook off the tumble, then she started to twitch. He knew the pinkie sense better than anyone and this meant a doozie of a surprise. He leaned in for it, it was like she was ready to burst. When he reached the peak of his anticipation, she finally...let out one of the biggest...laughs she ever had. She rolleed about in a hysterical fit and poor Fearwing sat dumb struck watching her with his jaw dropped.<p>

Pinkie kept up the laughter. "Oh oh oh, hahahaha! That...pfffahahaha! and those eyes. Oh that was a good..."

She was interrupted when she was tackled by black and white blur. "Aaaahhh!" Fearwing, cloak removed by the speed of his pounce, pinned Pinkie and shook her as he raved. "Boo! Boo! Rah! Rah! Scream already!" He panted heavily, trying to regain his breath after that blast of frustration.

Pinkie's expression was of shock, then a sweet smile came across her and tears weld up in her eyes. "Is it...really you?"

His eyes shot open when he realized what he'd done. "Oh no." Fearwings troubles worsened as the shady surroundings seemed to slowly brighten. He looked behind him just in time for the light of the sun to burst from the tree tops. When that light hit Fearwing, he reeled back. "Nyahssssssss! Nooo! I'm melting! Melting! Oh, what a world!" He stumbled back and fell back and Pinkie caught him, enjoying his little show. "I see a white chariot a comin' it's a comin' for me. Bleh." He went limp with that last one and got that giggle he loved to hear so much.

"And I thought Philomena was melodramatic." From the blinding light of the sun, swooped in the one and only princess Celestia. "Well, my little ponies, how about we round up your friends and all head home."

Pinkie's eyes lit up. "Oh, yes, princess."

Fearwing gave a shrug. "Eh, sure. Why not?" Pinkie gave her long lost brother a big hug, then he lead her and Celestia to his tree house where the rest of the gang was waiting.


	17. Chapter 17

Fright Night in The Everfree Forest

Chapter 17

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><p>Back at Fearwing's tree, the girls kicked back and waited for the results of the night's events. Rainbow had woken up from her nap and was now playing cards with Applejack. Fluttershy was playing a game of tag with the ravens, Twilight was enjoying Fearwing's collection of scary stories, and Raity was contemplating what treatment she would get on her next trip to the spa. Over all, things were in a well relaxed state.<p>

Rainbow wasn't doing so well. She had lost the last few rounds and was starting to lose her cool. However, her eyes lit up as she felt her luck change. "Ha! Two-pair, 4s and 5s. Beat that Applejack."

A.J. had a look of sorrow. "Hm, I've got two-pair too." She then switched to a smile. "Of aces." She showed her cards and the four were present and accounted for. "I do believe I win again."

Rainbow tossed her cards with a huff. "You're the element of honesty, how are you so good at this game?" This made Applejack laugh and soon, both were.

Fluttershy chased Edgar and Vincent around in a serpntine pattern. They enjoyed the game and delighted in tricking her at every couple of turns. In the midst of their play, the yellow pegasus stopped in front of the window. "Looks like the sun's up."

Twilight looked up from the gripping ghost story she invested herself in. "Awww, does that mean we have to go? I was just getting to the good part."

Rarity added in. "Well, Fearwing said we _could _go looking when the sun came up, he didn't say we had to. I'm sure if we wait here he and Pinkie will come on their own."

Rainbow Dash had other ideas. "No way! After the dirty tricks that guy pulled, I'm gonna go out there and give him what for." She got up and rushed out the door.

Naturally, the girls didn't want her getting lost again, so they followed out the door. To their surprise, she stopped just a few feet from the house. Rainbow was focused on something in the horison. She hovered in place and started to slowly lower to the ground, still staring in awe. Soon the whole group was focussed on it. Approaching the five of them was Princess Celestia, Pinkie riding in a small chariot being pulled by one of the royal guards, and Fearwing leading the way. The caravan landed a few feet away from the girls. Pinkie exited her ride with a smile and a bounce, then thanked the escort, who then started his return to Canterlot. Celestia approached the girls with a warm smile and they instinctively bowed to her.

Fearwing took notice of this reaction and couldn't help but comment. "Oh please, it's not that big of a deal."

Celestia glanced over to him with a raised an eyebrow. "You never did get the hang of eticate when before royalty."

He rolled his eyes. "A stick-in-the-mud is a stick-in-the-mud. Crowns don't change anything." He then put a slick smile. "Your majesty."

The princess of the sun didn't pay his sarcasm any mind. She turned her attention to the girls. "I hope he didn't put you through too much. I had a feeling he'd involve you in one of his sinister games. but you all seemed so confident."

Applejack took a proud stance. "Aw, it weren't nothin'. It was actual pretty fun."

Rarity stepped up and got close to Fearwing with a smile. "Plus, we got to make the aquaintence of such and interesting gentlecolt." She batted her eyelashes and he blushed.

Pinkie got in between them with great excitement. "Girls, girls! Your not gonna believe this. I found my brother! Isn't that fantastic. May I introduce, Gloomberg Archibald Pie..."

Fearwing tackled her in an attempt to keep her quiet. "Pinkamena hush."

Rainbow Dash caught on. "Wait a sec. So that would make you..."

He zipped up and held her mouth shut. "Don't say it!"

"Gloomy Pie?" Fluttershy completed. A string of giggles and hushed laughs from the more regal of the group filled the air.

Fearwing glared at her and she cringed, making a little squak of a wimper. He couldn't be mad at her, she just kind of tugged at his heart-strings. "Yes, but please, just call me Fearwing."

Pinkie locked him in one of her huge hugs the second he finished the statement. "Sure thing bro."

"There you all are." Called Luna as she swooped in for a landing. "I've been looking all over for you guys. What happened?"

The girls told her about what happened and all the crazy contraptions and tricks Fearwing placed to get them to scream. the princess of the night looked over to him with a look that just seemed to say 'Really?' The black pegasus was proud. "Clever little devil aren't I?"

Luna chuckled a bit. "Hmhm. Well I'm just glad everyone's okay."

Pinkie's eyes widened with a sudden realization. "Oh no, we never found your blanket."

Luna had almost forgotten about that. " Aw, don't worry, Pinkie. I'll find it another night."

Fearwing interrupted. "Wait, what blanket?"

His sister answered with a sad look. "Luna's blanket that her mother gave her when she was little. It's the whole reason we came out here."

He smiled. "Hold that thought." He flew up into his house and the girls could here him rummaging around. He came back with something wrapped around his front right hoof. "I found this a couple of nights ago. I thought it looked interesting so I hung onto it." He presented Luna with a silk blanket that matched her in color with a pattern of stars and other stelar shapes. "Had I known it belonged to you, I would have brought it to you right away."

Luna didn't know what to say. Fearwing actually took the time to make something that kept the six from finding out about her involvement. Fearwing gave her a wink and a smile, then Luna answred with a tear. " Oh, thank you so much. It means the world to me, I don't know what I would have done if I couldn't find it."

Celestia smiled at the sweet moment. "Hmm, I think we've all had a long night. How about we head to breakfast, my treat." The girls were more than happy to agree. They mentioned the name of a good diner and told the princesses where to meet them. They went on and Celestia was about to follow, but before she did, she turned to Fearwing. "Will you be joining us?"

Fearwing laughed a little. "I'm touched that you'd offer Tia, but I think it's time I hit the sack. I have been up for about 24 hours now. However, before you go, tell me. Why didn't you rat us out?"

Luna was confused. "What are you talking about, she didn't know..."

He explained. "She's your older sister. She would have remembered a baby blanket. So I ask again, why didn't you warn them about the bet?"

Celestia smiled. "Maybe I'm not such a stick-in-the-mud after all. Besides, I knew if anyone could outlast you and put you on a scare probation, it would be those six. See you around Gloomy." She laughed as she flew off in the direction the girls went.

Fearwing looked rather unamused. "Your sister is a troll, you know that right?"

Luna laughed, which made him laugh with her. She gave him a hug. "Thanks for the blanket. You really are the sweetest spook I know."

He smiled. "Ah, the princess of the night truly is a kind, caring, and forgiving soul."

She smiled back. "Your grounded until Nightmare Night."

Fearwing responded quickly. "Oh, you cold hearted she-witch."

Luna gave him a little kiss. "See you later Fearwing." It didn't take long for her to catchup with her sister and the elements.

Fearwing let out a little sigh. He really was exausted. All that contruction, planning and puppetry took a lot out of him. He flapped his wings and floated up and dropped onto his porch. He walked in witha his head hanging low. Edgar and Vincent were cleaning up the mess, they didn't get guests often, save for Luna and she doesn't drop in every night. Fearwing didn't take notice of the clutter; he just crawled into bed and nestled his head into a pillow.

"Well boys," He said with a yawn. "we lost, but I give us an A for effort. Look on the bright side, I was reunited with Pinkamena after so many years apart. Not to mention all the new friends we made, although I wish Pinkie hadn't blurted out my real name like that."

The ravens fought back the urge to laugh. Fearwng could hear there hushed caws and glared at them. "Oh, ha ha guys. You may wanna clamp it before I trade you in for a pet hydra." They were quiet and suddenly they missed Fluttershy. "Forget the loss for a sec. Luna kissed me. We may not have made the jump we were looking for, but it's certainly a big step. Of coarse, it could just be a friend kiss, like the one from Trixie, but heck I'll take it."

He started to drift off into a well needed slumber, but before he slipped out, he gave one last saying to no one in particular. "Those ponies were quite wonderful. Best fun in a long time. It was nice to see Pinkie again. If I'm not being too full of myself," He let out another big yawn. "I'd say Miss Rarity might have a little crush on me. Rarity, Trixie and of coarse, Luna. Curse my natural charm. Boys, if at any moment Celestia starts making a move,...hit one of us...with a shovel." That was it. His eyes were shut tight and would not open until he was well rested. Fearwing was cozied in for another night of good dreams.


	18. Chapter 18

Fright Night in The Everfree Forest

Chapter 18

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><p>Edgar and Vincent passed the time any way they could. They circled the forest a little bit, stopped by Zecora's to help her with whatever little task she was in the middle of and at one point, they got into a fight over a big worm they found by a stream. After doing a number on eachother, they returned, slipped into their cage and took another nap. Fearwing was still out like a light. Six hours had passed since his little rampage ended and he was enjoying the calm of being snug in bed.<p>

Then, his quiet was interupted. "Hello?" called a familiar voice.

Fearwing was always attentive, so the voice made him stir instantly. "Pinkamena?"

As he got out of bed to check his suspicion, it was confirmed with a second call. "Bro? You awake yet?"

The black pegasus wiped the sleep from his eyes. He approached the window with blank interest. A small look of cheer came on his face. "Hey, sis." He let out a yawn. "What are you doing back here?"

Pinkie looked up at him from the clearing with a big smile. "I wanted to see if you wanted to cme out and play."

Fearwing sighed a little. "Pinkie, we need to talk." She tilted her head and looked at him curiously as he flew down to meet her face to face. "Look, I know this mut be big. We haven't seen eachother in years, you find me last night in all that chaos, and we had a sweet nice to see ya moment. But it's time we faced facts."

The earth pony didn't quite get it. "What do you mean?"

He tried to explain as delicately as he could. "Pinkamena, try to understand. I've been gone along time. When I left, I was mad, bored and looking for my own life. Years on my own hasn't done much, but made that worse and turned me into a slightly mean-spirited pony. Don't get me wrong you mean the world to me, those memories of what we had..."

Pinkie laughed a little. "Had? heheheh, don't be silly. We still do. Your my big brother, I'll always love you."

This hit him like a dagger. "Oh, your making this harder than it needs to be. It's been years, sis, years. We're not the same as we were when we were little. Look at you, all grown up, with your own cutie mark, spreading joy everywhere you go." He gave her a little nuzzle. "I'm so proud of you, but the fact is, we're just too different. Ponies see what I do and they think I'm crazy, that I'm too random and unpredict...uh...sis?"

"Yeah?" She asked with a blink.

Fearwing pointed to what caught his eye. "It looks like there's something in your mane."

Sure enough, there was something moving around that big pink fluff. Pinkie looked up and a baby alligator poked his little head out. "Oh, that's just Gummie, my pet. He's got no teeth." The little reptile affectionately clamped his Mistress' ear in his tiny, toothless maw, then wagged his tail.

Fearwing looked at his sister in disbelief. "A pet alligator?" Pinkie nodded and he started to giggle, then that giggle evolved into hysterical instance made Fearwing realize that what he was saying was complete tripe. "Hahahahahaha! Oh oh, baby sis. Come here you." He wrapped her in a big hug, which she lovingly returned.

"I guess that's our que." Said Twilight as she and the rest of the gang arrived on the scene.

Applejack just had to comment. "Aww, now ain't that just the sweetest thing you ever did see?"

Fearwing felt a twinge of embarassment. He tried to pry Pinkie off of him. "Okay, hugs over. Pinkamena, get off."

Pinkie let go and kept smiling. "Okie dokie lokie."

Rarity stepped forward with a shy look. "We were wondering, that is if you aren't too terribly busy, if you'd join us for a picnic lunch."

Fluttershy came continued. "We're going to play games afterward..." She shyed away. "If, that's alright with you of coarse."

He acted like he was in deep thought. "Hmmmm, what kind of games?"

Rainbow got up close. "Plenty, including a race. You, me, rematch. And this time, no invisible harnesses or reeling machinisms."

Fearwing liked her boldness. "Nice spirit, but I don't need tricks to beat you in a race." He smiled as her look intensified. "Sorry, Dash, but your only second rate to me."

She got right up in his face. "Oh yeah?"

He could tell, she was gonna be fun to mess with. "Yeah, but keep up that attitude. Somepony like you, might find herself a member of the Wonderbolts one day. Wih the right recomendation."

Rainbow's jaw nearly dropped. "You...you'd do that?"

Fearwing smiled. "I could. Spitfire just so happens to be an old friend. As to if I will...well," He spread his wings. "I suppose you'll just have to show me what you've got."

Pinkie interupted in a excited tone. "Does that mean you're gonna join us?"

"Heh, I guess it does." His sister jumped for joy at this answer. Fearwing stablized her, then patted her on the head. "Okay, okay, settle down spaz. Well, ladies, shall we away?"

They all gave an agreeing, "Uh-huh." and off they were. For reasons he couldn't quite explain, Fearwing felt right about this. He flew back into his house real quick and left a note for his ravens. He and the girls walked their way back, despite Rainbow's insistence on an early race. What our mischievious friend in black found most surprising was that no one held any ill-will for his deeds. Most of the time, being found out meant easy enemies, but his sister and her friends were so kind to him. Twilight even asked if he would come to the library every now and then and join her for a little book-club she was putting together. Rarity, who seemed to be enjoying his company more than the others, insisted that he stop by the carousel boutique some day. She told him she could turn him into every mare's dream. Quite frankly, he felt like he was getting enough attention.

What lies ahead for Fearwing and the elements still remains a mystery, but like all mysteries, it's just waiting to be found out. Until next time everypony.


End file.
